Mr. Michael MacMillan reports

BLUE ANT MEDIA EXPANDS GLOBAL STREAMING AND CHANNELS PORTFOLIO WITH ACQUISITION OF MAGELLANTV

Blue Ant Media Corp. has acquired MagellanTV LLC, a digital streaming company that delivers premium factual content to consumers across the globe, for $12 million (U.S.).

The transaction expands Blue Ant Media's global channels and streaming business, enhances monetization opportunities, and strengthens its position as a leading provider of premium factual content worldwide.

Founded in 2018 by Greg Diefenbach and Thomas Lucas, veterans of National Geographic, PBS and Discovery, MagellanTV operates a streaming video-on-demand (SVOD) service and a growing portfolio of advertising video-on-demand (AVOD) and free, ad-supported streaming television (FAST) channels across key genres, including history, nature, science, space and true crime. With distribution partnerships spanning Roku, Amazon, Apple, Samsung, LG, Comcast, Vizio, Pluto TV and Google, MagellanTV reaches audiences in 13 countries across more than 20 platforms.

"This acquisition of MagellanTV increases Blue Ant's scale and adds audiences and distribution capabilities that are highly complementary to our business," said Michael MacMillan, chief executive officer of Blue Ant. "MagellanTV's business model is primed for optimization within our global infrastructure, and we're thrilled to welcome the talented team to Blue Ant."

MagellanTV co-founder Greg Diefenbach will join Blue Ant as executive vice-president, streaming, overseeing the company's direct-to-consumer and subscription video businesses. He will report to Carlyn Staudt, president, global channels and streaming. Co-founder Thomas Lucas will remain involved for several months to support the transition and ensure continuity for partners and audiences.

"Joining Blue Ant creates new opportunities to scale MagellanTV's platform while contributing to Blue Ant's expansion as a leading factual content provider," said Mr. Diefenbach and Mr. Lucas, co-founders of MagellanTV. "We look forward to working closely with the Blue Ant team to expand our offerings, unlock synergies and connect with audiences around the globe."

Strategic rationale

This transaction marks Blue Ant Media's first strategic acquisition following its recent RTO (reverse takeover), highlighting the company's commitment to driving growth through disciplined M&A (mergers and acquisitions). The addition of MagellanTV provides:

• Scale -- adds a premium SVOD platform with an established subscriber base while expanding monetization across SVOD, AVOD and FAST;
• Synergies -- unlocks immediate opportunities to increase margins by adding more than 1,500 hours of Blue Ant-owned library while reducing reliance on licensed or revenue-shared content; additional synergies include operational efficiencies from consolidating infrastructure and resources as well as cross-promotion across brands;
• Strategic fit -- extends Blue Ant's leadership in factual content and enhances the opportunity to create a broader, more compelling offering for distributors and consumers;
• Intellectual property -- provides additional commissioning capacity to green-light and monetize new content in key genres, driving growth across both production and distribution.

Financial terms

Blue Ant acquired MagellanTV for total consideration of $12-million (U.S.), consisting of a $6-million (U.S.) upfront cash payment, with the remaining $6-million (U.S.) payable over a two-year period. A portion of the remaining $6-million (U.S.) will be paid in cash, with the balance payable, at the discretion of Blue Ant's management, in either additional cash or subordinate voting shares of Blue Ant.

About Blue Ant Media Corp.

Blue Ant Media is an international streamer, production studio and rights-management business. The company operates a diverse portfolio of free streaming and pay TV channels internationally, including Love Nature, Cottage Life, Smithsonian Channel Canada, BBC Earth Canada, HauntTV, Homeful and Love Pets, as well as the global SVOD service, MagellanTV. Its studio business produces and distributes a wide range of premium content across key genres for streaming and broadcast platforms worldwide. Blue Ant Media is headquartered in Toronto, with a presence in Los Angeles, New York, Miami, Singapore, London, Washington, Sydney, Halifax and Ottawa.

We seek Safe Harbor.