Blue Ant Media Corporation – s. 21(b) of Ont. Reg. 398/21 of the OBCA

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Canada Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 398/21, as am., s. 21(b).

IN THE MATTER OF ONTARIO REGULATION 398/21, AS AMENDED (the Regulation) MADE UNDER THE BUSINESS CORPORATION ACT(ONTARIO), R.S.O. 1990, C. B.16, AS AMENDED (the OBCA) AND IN THE MATTER OF BLUE ANT MEDIA CORPORATION

CONSENT

(subsection 21(b) of the Regulation)

UPON the application of Blue Ant Media Corporation (formerly, Boat Rocker Media Inc.) (the "Applicant") to the Ontario Securities Commission (the "Commission") requesting the consent of the Commission pursuant to subsection 21(b) of the Regulation, for the Applicant to continue into another jurisdiction pursuant to Section 181 of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Applicant having represented to the Commission that:

1. The Applicant is an offering corporation under the OBCA.

2. The Applicant was incorporated under the laws of Ontario on January 29, 2003 under the name "Fake City Films Corp." and changed its name to "Temple Street Productions Incorporated" on February 27, 2007, and further changed its name to "Boat Rocker Media Inc." on April 14, 2016. The Applicant obtained restated articles of incorporation on March 24, 2021.

3. The registered and head office of the Applicant is located at 310 King Street East, Toronto, Ontario, M5A 1K6, Canada.

4. On March 23, 2025, the Applicant entered into, among other things, an arrangement agreement (the "Arrangement Agreement") with Blue Ant Media Inc. ("Blue Ant"), pursuant to which, among other things, the Applicant will acquire all of the issued and outstanding shares of Blue Ant in exchange for shares of the Applicant in accordance with a statutory plan of arrangement under the CBCA, which will result in the reverse takeover of the Applicant by Blue Ant (the "Arrangement").

5. In connection with the Arrangement and pursuant to the terms of the Arrangement Agreement, on August 1, 2025, the Applicant filed articles of amendment pursuant to which, among other things, the Applicant (i) changed its name from "Boat Rocker Media Inc." to "Blue Ant Media Corporation", and (ii) consolidated its outstanding shares on a basis of a 10:1 basis (collectively, the "Amendment").

6. After giving effect to the Amendment, the authorized capital of the Applicant consists of an unlimited number of (i) multiple voting shares, (ii) Class A multiple voting shares, (iii) subordinate voting shares ("SV Shares"), (iv) restricted voting shares and (v) preferred shares.

7. The pre-Amendment subordinate voting shares ("Old SV Shares") of the Applicant are listed and posted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "BRMI". Following the completion of the Arrangement and receipt by the Applicant of the final approval of the TSX, the SV Shares of Applicant will continue to be listed on the TSX under the symbol "BAMI".

8. The Applicant intends to apply to the Director under the OBCA pursuant to section 181 of the OBCA for authorization to continue (the ""Continuance") as a corporation under the Canada Business Corporations Act (the "CBCA").

9. Pursuant to subsection 21(b) of Regulation 398/21 made under the OBCA, where a corporation is an offering corporation, its application for Continuance under the laws of another jurisdiction must be accompanied by a consent from the Commission.

10. As Blue Ant is governed under the CBCA and subject to the Canadian Radio-Television and Telecommunications Commission Act, it is desired that the Applicant (being the resulting issuer pursuant to the Arrangement) be governed by the CBCA after giving effect to the Arrangement.

11. The Applicant is a reporting issuer under the Securities Act (Ontario) (the "Act") and the securities legislation of each of the provinces and territories of Canada (collectively, the "Legislation"). The Commission is the principal regulator of the Applicant.

12. The Applicant is not in default of any of the provisions of the OBCA, the Act or the Legislation.

13. The Applicant is not subject to any proceeding under the OBCA, the Act or the Legislation.

14. The Applicant is not in default of any provision of the rules, regulations or policies of the TSX.

15. The Applicant will remain a reporting issuer in Ontario and in each of the other provinces and territories of Canada where it is currently a reporting issuer following the closing of the Arrangement and following the Continuance as a CBCA corporation.

16. The management information circular of the Applicant dated May 9, 2025 (the "Circular") has been filed on SEDAR⁺ (www.sedarplus.ca) under the Applicant's issuer profile and was provided to all shareholder of the Applicant (the "Shareholders") in connection with its special meeting of shareholders held on June 17, 2025 (the "Meeting") describes the proposed Continuance and disclosed the reasons for it and its implications. The Shareholders had the right to dissent with respect to the Continuance pursuant to section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.

17. At the Meeting, the Shareholders authorized the Continuance by a special resolution that was passed by 99.826% of the votes cast by holders of Old SV Shares and pre-Amendment multiple voting shares of the Applicant ("Old MV Shares"), voting together as a class, present in person or represented by proxy at the Meeting. Two shareholders holding an aggregate of 1,976,000 Old SV Shares representing 5.9% of the issued and outstanding Old SV Shares and 3.5% of the issued and outstanding Old SV Shares and Old MV Shares have provided dissent notices in respect of the Continuance pursuant to Section 185 of the OBCA.

18. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA.

19. Following the Continuance, the Applicant's registered office will be changed to the registered office of Blue Ant, at 99 Atlantic Avenue, 4th Floor, Toronto, Ontario, M6K 3J8, Canada.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the Continuance of the Applicant under the CBCA.

DATED at Toronto on this 1st day of August, 2025.

"Lina Creta" 
Manager, Corporate Finance 
Ontario Securities Commission

OSC File #: 2025/0356