Exchange Bulletin
Boat Rocker Media Inc. (BRMI) To Trade On Toronto Stock Exchange
March 1, 2021
| Issuer: | Boat Rocker Media Inc. (the "Company") |
| Security: | Subordinate voting shares ("Subordinate Voting Shares") |
| Symbol: | BRMI |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Subordinate Voting Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's Amended and Restated Preliminary Base PREP Prospectus dated February 17, 2021 (the "Prospectus"). It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its offering of Subordinate Voting Shares. As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Subordinate Voting Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Subordinate Voting Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Subordinate Voting Shares will be listed on TSX. |
| Trading currency: | CDN $ |
| Temporary market maker: | RBC Capital Markets |
| Other markets: | None. |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "BRMI" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "BRMI" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Subordinate Voting Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Subordinate Voting Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "BRMI" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "BRMI" on an "if, as and when issued" basis and the Subordinate Voting Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial, Non-Exempt Issuer |
| Security ownership registration: | Non-certificated inventory system administered by CDS. |
| Investor relations: | Andrew Spergel Chief Investment Officer (416) 591-0065 Email: ir@boatrocker.com |
| Incorporation: | Business Corporations Act (Ontario) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is an independent, integrated entertainment company. The Company creates and produces television and film content, distributes content worldwide (both its own and a represented third-party library), and represents on-screen talent and celebrities. |
| Transfer agent and registrar: | TSX Trust Company at its principal office in Toronto. |
| Dividends: | The Company does not anticipate paying any dividends for the foreseeable future. |
| Sponsorship: | Waived. |
| Offering document: | The Company's Amended and Restated Preliminary Base PREP Prospectus dated February 17, 2021 (the "Prospectus") which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus. |
| Initial public offering: | The Offering of Subordinate Voting Shares will be comprised of: i) a treasury offering by the Company of an undetermined number of Subordinate Voting Shares; and ii) a secondary offering by the Selling Shareholders of 459,097 Subordinate Voting Shares at an offering price between $12.00 and $14.00 per Subordinate Voting Share (the "Offering Price"), for gross proceeds of $175 million. The Subordinate Voting Shares are being offered by RBC Dominion Securities Inc., TD Securities Inc., J.P. Morgan Securities Canada Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., Cormark Securities Inc., and Canaccord Genuity Corp. (collectively, the "Underwriters"). The Company has granted the Underwriters an over-allotment option to purchase up to an additional 15% of the aggregate number of Subordinate Voting Shares issued under the Offering from the Company at the Offering Price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |