Early Warning Press Release Regarding Boat Rocker Media Inc.

TORONTO, March 24, 2021 /CNW/ - Fairfax Financial Holdings Limited ("Fairfax"), certain companies controlled by each of Ivan Schneeberg and David Fortier, and John Young today announced their ownership in Boat Rocker Media Inc. ("Boat Rocker Media" or the "Company") (TSX:BRMI), an independent, integrated global entertainment company, following the completion of the initial public offering (the "Offering") of subordinate voting shares of the Company.

In connection with certain pre-closing capital changes completed immediately prior to the closing of the Offering, Fairfax acquired, indirectly through certain of its subsidiaries, 13,908,581 multiple voting shares and 8,036,584 subordinate voting shares of the Company. All of such 13,908,581 multiple voting shares were acquired by Fairfax, indirectly through certain of its subsidiaries, as a result of the conversion of the voting common shares previously issued by Boat Rocker Media to such subsidiaries, and all of such 8,036,584 subordinate voting shares were acquired by Fairfax pursuant to the conversion of (i) the aggregate unpaid principal amount and accrued and unpaid interest of a secured convertible debenture previously issued by Boat Rocker Media, and (ii) the conversion of non-voting common shares previously issued by Boat Rocker Media to such subsidiaries, all as described in the final prospectus dated March 19, 2021 (the "Final Prospectus") filed by Boat Rocker Media in connection with the Offering. In addition, Fairfax acquired, indirectly through certain of its subsidiaries, 3,333,334 subordinate voting shares as part of the Offering at C$9.00, as described in the Final Prospectus. After giving effect to the foregoing transactions (and assuming no exercise of the over-allotment option), Fairfax now beneficially owns, and exercises control or direction over, 13,908,581 multiple voting shares and 11,369,918 subordinate voting shares (the "Fairfax Shares"), representing approximately 34.9% of the total subordinate voting shares outstanding, 45.0% of the total equity outstanding, and 56.1% of the total voting power of Boat Rocker Media.

The Fairfax Shares were acquired by Fairfax for investment purposes. Fairfax may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Boat Rocker Media, in such manner as it deems advisable to benefit from changes in market prices of the Boat Rocker Media's securities, publicly disclosed changes in the operations of Boat Rocker Media, its business strategy or prospects or from a material transaction of Boat Rocker Media, subject to applicable laws and the terms of Boat Rocker Media's articles and of the coat-tail agreement and the shareholders agreement between, among others, Fairfax and the Company, each as described in the Final Prospectus.  In the future, Fairfax may discuss with management and/or the board of directors of Boat Rocker Media any of the transactions listed in clauses (b) to (k) of item 5 of Form 62-103F1 – Required Disclosure under the Early Warning Requirements.

In connection with certain pre-closing capital changes completed immediately prior to the closing of the Offering, a company controlled by Ivan Schneeberg acquired 4,335,943 multiple voting shares (representing 18.4% of the issued and outstanding multiple voting shares) and 204,055 subordinate voting shares (representing, together with its multiple voting shares, 16.3% of the total voting rights before exercise of the over-allotment option). All of such shares were acquired as a result of the conversion of other shares previously issued by Boat Rocker Media, all as described in the Final Prospectus. In addition, Ivan Schneeberg holds vested restricted share units representing the right to acquire an additional 167,527 subordinate voting shares and performance share units representing the right to acquire up to an additional 337,010 subordinate voting shares (subject to vesting conditions over a 5-year period).

In connection with certain pre-closing capital changes completed immediately prior to the closing of the Offering, a company controlled by David Fortier acquired 4,335,943 multiple voting shares (representing 18.4% of the issued and outstanding multiple voting shares) and 204,055 subordinate voting shares (representing, together with its multiple voting shares, 16.3% of the total voting rights before exercise of the over-allotment option). All of such shares were acquired as a result of the conversion of other shares previously issued by Boat Rocker Media, all as described in the Final Prospectus. In addition, David Fortier holds vested restricted share units representing the right to acquire an additional 167,527 subordinate voting shares and performance share units representing the right to acquire up to an additional 337,010 subordinate voting shares (subject to vesting conditions over a 5-year period).

In connection with certain pre-closing capital changes completed immediately prior to the closing of the Offering, John Young acquired 972,583 multiple voting shares (representing 4.1% of the issued and outstanding multiple voting shares) and 50,987 subordinate voting shares (representing, together with its multiple voting shares, 3.7% of the total voting rights before exercise of the over-allotment option). All of such shares were acquired as a result of the conversion of other shares previously issued by Boat Rocker Media, all as described in the Final Prospectus. In addition, John Young holds vested restricted share units representing the right to acquire an additional 167,527 subordinate voting shares and performance share units representing the right to acquire up to an additional 337,010 subordinate voting shares (subject to vesting conditions over a 5-year period).

If Messrs. Schneeberg, Fortier and Young were seen to be acting jointly or in concert, which is not admitted, they would collectively hold 18% of the total issued and outstanding shares representing 36.2% of the total votes applicable to the issued and outstanding shares of the Company (before exercise of the over-allotment option).

The shares were acquired by Messrs. Schneeberg, Fortier and Young for investment purposes. Each of them may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of Boat Rocker Media, in such manner as he deems advisable from time to time, subject to applicable laws and the terms of Boat Rocker Media's articles and of the coat-tail agreement and the shareholders agreement between, among others, Fairfax and the Company, each as described in the Final Prospectus.

All of the calculations of percentages in this press release are calculated on a non-diluted basis.

This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers. Early warning reports with additional information in respect of the foregoing matters will be filed and made available on the System for Electronic Document Analysis and Review (SEDAR) at www.sedar.com or, in the case of Fairfax, may be obtained directly from Fairfax upon request at 416-367-4941 (Attention: John Varnell) or at Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7, or, in the case of Messrs. Schneeberg, Fortier and Young, may be obtained by contacting Craig Armitage, Investor Relations, at telephone number [phone].

SOURCE Boat Rocker Media Inc.