1326919 B.C. Ltd. entered into a definitive agreement to acquire Wow Unlimited Media Inc. (TSXV:WOW) for CAD 57.5 million on October 26, 2021. As per the terms of the transaction, shareholders of WOW! will receive in exchange for each WOW! share, 0.271 of a common share of Genius Brands, parent of 1326919 B.C. Ltd and CAD 1.169 in cash. The consideration implies a value of CAD 1.623 per WOW! share. WOW! stock options will be replaced with an equivalent number of Genius options based on the exchange ratio used to derive the consideration. Post deal completion, WOW! shareholders will hold approximately 4% stake in Genius Brands International, Inc. Following completion of Arrangement, Wow Shares will, as applicable, be de-listed from TSX Venture Exchange and OTCQX exchange and applications will be made for WOW! to cease to be a reporting issuer with relevant securities regulatory authorities. As a result of transaction, Michael Hirsh, Chief Executive Officer of WOW! is expected to join the Board of Directors of Genius Brands and continue the responsibilities for Mainframe, Frederator Studios, Networks and Platforms and will continue to operate as a Canadian-controlled business.

The transaction is subject to the approval of (i) at least two-thirds of the votes cast by the WOW! Shareholders voting as a single class; and (ii) a majority of the votes cast by the WOW! Noteholders with the meeting expected to be held in early first quarter of 2022. In addition to the aforementioned approvals, completion of the transaction is subject to (i) receipt of approval under the Investment Canada Act, (ii) completion of a pre-acquisition restructuring with respect to of WOW!'s Canadian operations to ensure that they will continue to satisfy Canadian control regulatory requirements, and (iii) certain other customary conditions, including the receipt of all necessary court and stock exchange approvals. The transaction was unanimously approved by Board of Directors and special committee of WOW!. WOW! at the special meeting of its shareholders and the special meeting of its noteholders held on December 30, 2021, voted in favour of arrangement. The parties have agreed to extend the Outside Date as they await completion of review of the Arrangement under the Investment Canada Act (Canada) (the “Investment Canada Act”) with the Cultural Sector Investment Review Division of the Department of Canadian Heritage. As of March 29, 2022, transaction received a regulatory approval under the Investment Canada Act with the Cultural Sector Investment Review Division from the Department of Canada Heritage. As of March 16, 2022, the parties have obtained a final order from the Supreme Court of British Columbia approving the Arrangement. Subject to the receipt of all required approvals, closing of the transaction is expected to close in the first quarter of 2022. As of November 5, 2021, outside date of the transaction is March 15, 2022. As of November 25, 2021, the transaction is expected to close in the first half of 2022. As of March 16, 2022, parties are extending the Outside Date for closing of the pending transaction from March 15, 2022 to May 14, 2022. WOW! anticipates the Arrangement will be completed prior to May 15, 2022. As of March 29, 2022, the parties now expect to close the Arrangement on or about April 1, 2022, subject to the satisfaction of customary conditions precedent. The parties are in the process of finalizing various closing processes and now expect to close the Arrangement on or about April 6, 2022.

Cormark Securities Inc. acted as fairness opinion provider and financial advisor, Evolution Media Capital LLC acted as financial advisor and Jim Russell of Dentons acted as legal advisor to Wow Unlimited Media Inc. Bruce Sheiner of Norton Rose Fulbright Canada LLP and Mark S. Greenfield of Norton Rose Fulbright US LLP acted as legal advisors to Genius Brands International, Inc.