BOAT ROCKER MEDIA ANNOUNCES TRANSACTION SHAREHOLDER APPROVAL AT SPECIAL MEETING OF SHAREHOLDERS

TORONTO, June 17, 2025 /CNW/ - Boat  Rocker Media Inc. ("BRMI" or the "Company") (TSX: BRMI) is pleased to announce that, at the special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares of the Company, the Shareholders of the Company voted in favour of the 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, a U.S. talent management business, to Fairfax Financial Holdings Limited (collectively, the "Transaction"), all as further described in the management information circular dated May 9, 2025 in respect of the Meeting (the "Circular").

Pursuant to the Transaction, BRMI will acquire all of the shares of Blue Ant in exchange for shares of BRMI on the basis of an exchange ratio of 1.25 shares (prior to the 10:1 share consolidation included in the share capital reorganization noted below and described in the Circular, and 0.125 shares on a post-consolidation basis) of BRMI for each share of Blue Ant (the "Exchange Ratio"). The Exchange Ratio implies a valuation of C$1.80 per BRMI share (pre-consolidation), representing a premium of approximately 125% to the March 21, 2025 closing price of BRMI's shares on the Toronto Stock Exchange ("TSX"), the last trading day prior to the announcement of the Transaction, and a premium of approximately 145.1% to the 30 trading day volume weighted average trading price per BRMI share on the TSX as at that date.

The approval of the resolutions in respect of the Transaction were voted as follows:

Category of Voting	Number and percentage of votes represented in person or by proxy and entitled to vote at the Meeting that were voted "FOR" (rounded)	Number and percentage of votes represented in person or by proxy and entitled to vote at the Meeting that were voted "AGAINST" (rounded)
Blue Ant Transaction Resolution (TSX Company Manual - SVS & MVS Voting Together with MVS carrying only one vote)	49,789,272 (99.161 %)	421,140 (0.839 %)
Blue Ant Transaction Resolution (TSX Company Manual - SVS Majority of Minority)	14,375,306 (97.154 %)	421,140 (2.846 %)
Blue Ant Transaction Resolution (TSX Company Manual and OSC Rule 56-101 - SVS Majority of Minority)	14,375,306 (97.154 %)	421,140 (2.846 %)
Blue Ant Transaction Resolution (MI 61-101 - SVS Majority of Minority)	14,375,306 (97.154 %)	421,140 (2.846 %)
IDJ Transaction Resolution (MI 61-101 - SVS Majority of Minority)	14,373,847 (96.960 %)	450,637(3.040 %)
Share Capital Reorganization Resolution (SVS & MVS Voting Separately)	26,235,047 (98.416%) subordinate voting share votes 235,530,500 (100%) multiple voting share votes	422,315 (1.584%) subordinate voting share votes 0 (0%) multiple voting share votes
Share Capital Reorganization Resolution (OSC Rule 56-101 - SVS Majority of Minority)	14,374,131 (97.146 %)	422,315 (2.854 %)
TIG Transaction Resolution (MI 61-101 - SVS Majority of Minority)	14,374,197 (97.146 %)	422,249 (2.854 %)
Continuance Resolution (SVS & MVS Voting Together)	261,732,497 (99.826 %)	455,365 (0.174 %)
FFX Stated Capital Increase Resolution (SVS & MVS Voting Separately)	26,234,763 (98.415%) subordinate voting share votes 235,530,500 (100%) multiple voting share votes	422,599 (1.585%) subordinate voting share votes 0 (0%) multiple voting share votes
EIP Resolution (SVS & MVS Voting Together)	261,730,892 (99.826 %)	456,970 (0.174 %)

The completion of the Transaction is subject to certain conditions, including the approval of Blue Ant's lenders, the final order of the Ontario Superior Court of Justice (Commercial List), and other closing conditions customary in transactions of this nature. Requisite approval of the shareholders of Blue Ant, approval by the Canadian Radio-television and Telecommunications Commission, and the approval under the Competition Act (Canada) have been obtained.

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 the Circular and 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.

For further information: Madeleine Cohen, Boat Rocker Media Investor Relations, [email protected] or tel. [phone].