Media for the Free Generation CSE: FLYY January FSE: 3AT 2020
Forward-Looking Statement This information contains certain forward-looking statements within the meaning of various safe harbor provisions of various securities laws. These statements are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions that are intended to identify forward-looking statements. All forward-looking statements speak only as of the date of this presentation. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, objectives, expectations and intentions reflected in or suggested by the forward-looking statements are reasonable, we can give no assurance that these plans, objectives, expectations or intentions will be achieved. Forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from historical experience and present expectations or projections. Actual results may differ materially from those in the forward-looking statements. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 2
Executive Summary MediaCentral is consolidating the over 100 million coveted and premium readers of the 100 Alternative Weekly newspapers across North America. Creating the most significant untapped audience of influencers in North America. By migrating these premium readers to Digital formats, MediaCentral will Monetize this massive market through: Events, Social Media, Programmatic Advertising, the use of Influencers and the building of on trend digital publications such as: eSports, Sneaker Culture, ESG, Psychedelics and Cannabis. MediaCentral has: ● Completed 2 rounds of financing totaling C$4.2 million in March and August 2019 ● Launched Canncentral.com: an on trend Digital Cannabis publication in September 2019 ● Completed an RTO in October 2019 ● Purchased NOW Magazine and nowtoronto.com: Toronto’s oldest Alternative Weekly newspaper in November 2019 ● Announced a binding LOI to purchase The Georgia Straight: Vancouver’s oldest Alternative Weekly newspaper in January 2020 for C$750,000 cash and C$500,000 common shares Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 3
Opportunity Summary MediaCentral is seeking C$2 million by way of a convertible debenture unit offering to complete the acquisition of The Georgia Straight and for working capital deployed toward the digitization and monetization of its current and future readership. With the purchase of The Georgia Straight and NOW, MediaCentral : ● Reaches and influences 6.5 million premium readers each month. ● Is the largest publisher of Alternative Weekly newspapers in Canada. ● Realizes $1.3 million of immediately accretive synergies. ● Profitably enjoys approximately $8 million in revenues. SCALE GROWTH LEADERSHIP 3 brands with broad Acquire and continue to Proven track record audience reach of over 6.5 expand footprint across of success million readers each month North America Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 4
Investment Opportunity MediaCentral is seeking C$2 million by way of a convertible debenture unit offering to complete the acquisition of The Georgia Straight, and for working capital deployed toward the digitization and monetization of its current and future readership. By consolidating the over 100 million coveted and premium readers of the 100 Alternative Weekly newspapers across North America, MediaCentral is commanding the strongest audience in North America. Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 5
Our Plan CONSOLIDATING THE PREMIUM AUDIENCE IN THE DIGITAL MEDIA MARKET Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 6
Investment Highlights Consolidating the fragmented alternative media markets to secure 100 million targeted and premium readers ; delivering significant shareholder value and innovation in the $300 billion digital publishing market. In purchasing The Georgia Straight, MediaCentral: • Reaches 6.5 million highly coveted readers each month • Is the largest publisher of Alternative Weeklies in Canada • Realizes C$1.3 million of immediately accretive synergies • Profitably generates C$8 million in revenues Developing a suite of high-quality publishing assets, driving interest from the momentum of emerging trends, while remaining unaccountable to regulatory and capital expenditure requirements. Strategic corporate team is composed of publishing, technology and capital markets professionals who together are well-positioned to deliver high-quality content, strategy and substantive value across multiple coveted alternative platforms and channels. Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 7
Company Milestones SUCCESSFUL TRACK RECORD OF RAPID EXECUTION AND NET GROWTH September March April July August 2019 2019 2019 2019 2019 ● Series B: Seed round of ● Series B round of ● CannCentral.com ● Series A: Seed round ● Initiate financing $2.0 Million financing closes development of launches of financing $2.3 @$0.05 completed Million@ $0.02 CannCentral.com ● Beta test begins completed ● RTO announced December January November October 2019 2020 2019 2019 ● RTO completed ● Commencement ● Closing of NOW ● Announced Binding Letter ● Commencement of trading on FSE Communications of Intent to acquire The of trading on CSE Inc. acquisition Georgia Straight Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 8
Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 9
Convertible Debenture Term Sheet – Page 1 Section Terms Issuer: Media Central Corporation Inc. (“MediaCentral” or the “Corporation”) Offering: 10% senior secured convertible debenture units (the “Debenture”) Size of Offering: C$2,000,000 C$1,000 per Debenture Unit. C$5,000 minimum subscription. Subscribers must be “accredited investors” (as Offering Price: defined in National Instrument 45-106 Prospectus Exemptions (“NI 45-106”)) or otherwise qualified under NI 45-106 Each Debenture may be converted into 1 Unit consisting of 14,285 common shares of the Corporation (“Common Convertible Debenture Unit: Shares”) and 3,751 warrants (“Warrants”) at any time by the holder subject to the prepayment provisions below. Each Warrant entitles the holder to acquire one Common Share at an exercise price of $0.20 (the “Exercise Price”) Warrants: at any time up to 24 months following the Closing Date Use of Proceeds: Fund acquisition of Georgia Straight (Jan 6, 2020) working capital and general purposes 24 months from the date the Debenture Units are issued (the “Maturity Date”) subject to the prepayment Maturity Date: provisions below The principal amount of each Debenture Unit shall be convertible, for no additional consideration, into Common Conversion Price: Shares and Warrants at the option of the holder at any time prior to the close of business on the Maturity Date at a conversion price equal to $0.07, subject to the prepayment provisions below Media Central Corporation Inc. | CSE: FLYY | FSE: 3AT | January 2020 CONFIDENTIAL 10
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