BOAT ROCKER MEDIA ANNOUNCES FILING OF MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS

TORONTO, May 9, 2025 /CNW/ - Boat  Rocker Media Inc. ("BRMI" or the "Company") (TSX: BRMI) announced today that it has filed its notice of meeting, management information circular and related documents (collectively, the "Meeting Materials") with securities regulators in connection with the special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares of the Company. The Meeting Materials can be accessed either on the Company's website at www.boatrocker.com or under the Company's SEDAR+ profile at www.sedarplus.ca.

The Meeting is to be held on June 17, 2025, at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B5, Canada. Only Shareholders whose names have been entered in the register of the Company as at the close of business on April 21, 2025, the record date for the Meeting, or their duly appointed proxyholders, will be entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

At the Meeting, Shareholders will be asked to pass resolutions approving, among things, (i) the reverse take-over of BRMI by Blue Ant Media Inc. ("Blue Ant"), a privately owned company controlled by Michael MacMillan, (ii) the management buyout of Boat Rocker Studios by BRMI Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and BRMI CEO John Young, and (iii) the sale of the Company's interests in The Initial Group Global, LLC ("The Initial Group"), a U.S. talent management business, to Fairfax Financial Holdings Limited (collectively, the "Transaction").

Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on June 13, 2025.

If you have any questions regarding the Transaction or how to vote your shares, please contact the Company's proxy solicitation agent, Carson Proxy Advisors: (i) by telephone at 1-800-530-5189 (North American toll free); or (ii) by email at [email protected].

About Boat Rocker Media Inc.

Boat Rocker (TSX: BRMI) is the home for creative visionaries. An independent, integrated global entertainment company, BRMI's purpose is to tell stories and build iconic brands across all genres and mediums. With offices around the world, BRMI's creative and commercial capabilities include Scripted, Unscripted, and Kids and Family television production, distribution, brand & franchise management, a world-class animation studio, and talent management through a minority stake in The Initial Group, a new company launched by TPG. A selection of BRMI's projects include: Invasion (Apple TV+), Palm Royale (Apple TV+), Video Nasty (BBC Northern Ireland, BBC Three, Virgin Media One, WDR), This Is the Tom Green Documentary (Prime Video), Orphan Black: Echoes (AMC), American Rust: Broken Justice (Prime Video), Beacon 23 (MGM+), Pretty Baby: Brooke Shields (Hulu), Downey's Dream Cars (Max), BS High (HBO), Orphan Black (BBC AMERICA, CTV Sci-Fi Channel), Billie Eilish: The World's a Little Blurry (Apple TV+), The Next Step (BBC, Corus, CBC), Daniel Spellbound (Netflix), and Dino Ranch (Disney+, Disney Junior, CBC). For more information, please visit www.boatrocker.com.

Forward-Looking Information / Cautionary Statements

Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "would" and "should" and similar expressions or words suggesting future outcomes. These forward-looking statements reflect material factors and expectations and assumptions of the parties. These forward-looking statements include the assumptions: that the Transaction is able to be completed on the timelines and on the terms currently anticipated; that all regulatory and other required approvals can be obtained on the timelines and in the manner currently anticipated; that the anticipated benefits of the transaction are able to be achieved; that the businesses of both BRMI and Blue Ant will continue to operate in a manner consistent with past practice; and that the parties' transition plans are effective.

The parties' estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Risks and uncertainties not presently known to the parties or that they presently believe are not material could cause actual results or events to differ materially from those expressed in the forward-looking statements. Additional information on these and other factors that could affect events and results are included in other documents and reports that will be filed by BRMI with applicable securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca). Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the parties' expectations only as of the date of this press release. The parties disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

U.S. Securities Matters

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The resulting issuer securities to be issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

SOURCE Boat Rocker Media Inc.

Madeleine Cohen, Boat Rocker Media, Investor Relations, [email protected], [phone]; Carson Proxy Advisors, Proxy Solicitation regarding the proposed Transaction, [email protected], 1-800-530-5189 (North American toll free)