MEDIA CENTRALCORPORATION INC.

27 Roytec Road, Vaughan

Ontario, L4L 8E3

MANAGEMENT INFORMATION CIRCULAR

(As at May 22, 2020, except as indicated)

This management information circular (this “Circular”) is being furnished in connection with the
solicitation, by management of Media Central Corporation Inc. (the “Corporation”), of proxies for the
annual and special meeting (the “Meeting”) of shareholders (the “Shareholders”) of the Corporation to
be held on Wednesday July 8, 2019 at 8:30 a.m. (Toronto time) in a virtual only format and at any
adjournment thereof for the purposes set forth in the enclosed notice of meeting (the “Notice”).

Unless otherwise indicated, all references to “dollars” or “$” means Canadian dollars.

SOLICITATION OF PROXIES

Although, it is expected that management’s solicitation of proxies for the Meeting will be made primarily
by mail, proxies may be solicited by directors, officers and employees of the Corporation personally or by
telephone, email or other similar means of communication. This solicitation of proxies for the Meeting
is being made by or on behalf of the Board of Directors and management of the Corporation and the
Corporation will bear the costs of this solicitation of proxies for the Meeting.

In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of
a Reporting Issuer (“NI 54-101”), arrangements have been made with the transfer agent, investment
dealers, intermediaries, custodians, depositories and depository participants and other nominees to forward
solicitation materials to the beneficial owners of the common shares (the “Shares”) of the Corporation. The
Corporation will provide, without any cost to such person, upon request to the Chief Executive Officer of
the Corporation, additional copies of the foregoing documents for this purpose.

NOTICE-AND-ACCESS

The Corporation has elected to use the “notice-and-access” process under National Instrument 54-101
Communications with Beneficial Owners of Securities of a Reporting Issuer (“NI-54-101”) and National
Instrument 51-102 Continuous Disclosure Obligations, for distribution of this Circular and other meeting
materials to registered Shareholders of the Corporation and non-registered Shareholders of the Corporation
as set out in the “Advice to Non-Registered Shareholders” section below.

Notice-and-access allows issuers to post electronic versions of meeting materials, including circulars,
annual financial statements and management discussion and analysis, online, via SEDAR and one other
website, rather than mailing paper copies of such meeting materials to Shareholders. The Corporation
anticipates that utilizing the notice-and-access process will substantially reduce both postage and printing
costs.

The Corporation has posted the Circular, the Corporation’s audited financial statements for the years ended
December 31, 2019 and 2018 (the “Annual Financial Statements”) and the Corporation’s management
discussion and analysis for the year ended December 31, 2019 (the “Annual MD&A”) on the websites
www.sedar.com and www.agmconnect.com/mediacentral2020.
Although the Circular, Annual Financial Statements and Annual MD&A (collectively, the “Meeting
Materials”) will be posted electronically online, as noted above, the registered and non-registered
Shareholders (subject to the provisions set out below under the heading “Advice to Non-Registered
Shareholders”) (collectively the “Notice-and-Access Shareholders”) will receive a “notice package” (the
“Notice-and-Access Notification”), by prepaid mail, which includes the information prescribed by NI 54-
101, and a proxy form or voting instruction form from their respective intermediaries. Notice-and-Access
Shareholders should follow the instructions for completion and delivery contained in the proxy or voting
instruction form. Notice-and-Access Shareholders are reminded to review the Circular before voting.

Notice-and-Access Shareholders will not receive a paper copy of the Meeting Materials unless they contact
Capital Transfer Agency ULC (“Capital Transer”) in which case Capital Transfer will mail the requested
materials within three business days following receipt of any request provided the request is made prior to
the Meeting. Notice-and-Access Shareholders with questions about notice-and-access may contact Capital
Transfer toll free at 1-844-499-4482. Requests for paper copies should be received by 5:00 p.m. on June
22, 2020 in order to receive the Meeting Materials in advance of the Meeting.

REGISTERED SHAREHOLDERS VOTING BY PROXY

Out of concern for the safety of our management, employees and shareholders in light of the COVID-19
pandemic, we are holding the Meeting in a virtual only format that will be conducted via live webcast
online. Shareholders will not be able to attend the Meeting in person.

Participating in the Meeting online allows registered shareholders and duly appointed proxyholders,
including non-registered (beneficial) shareholders who have appointed themselves or another person as a
proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and
duly appointed proxyholders can vote at the appropriate time during the Meeting.

To access the Meeting go to the web site below and follow the online instructions:

• Log in online at https://agmconnect.com/mediacentral2020

In order to find the Control Number to access the Meeting:

• Registered shareholders: The control number located on the form of proxy or in the email
notification you received is your Control Number.
• Proxyholders: Duly appointed proxy holders, including non-registered (beneficial) shareholders
that have appointed themselves or another person as a as proxyholder AND have provided an email
address for contact, will receive the Control Number from AGM Connect by e-mail after the proxy
voting deadline has passed.

We recommend that you log in at least one hour before the start time of the Meeting. It is important to
ensure you are connected to the internet at all times if you participate in the Meeting online in order to
vote when balloting commences. You are responsible for ensuring internet connectivity for the duration
of the Meeting.

Registered Shareholders will have received a form of proxy with their Notice-and-Access Notification .
The persons named in the enclosed form of proxy are officers and/or directors of the Corporation. Every
Shareholder of the Corporation has the right to appoint a person (who need not be a shareholder of
the Corporation) other than the persons already named in the enclosed form of proxy to represent
such shareholder of the Corporation at the Meeting by striking out the printed names of such persons

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and inserting the name of such other person in the blank space provided therein for that purpose. In
order to be valid, a proxy must be received by Capital Transfer, 390 Bay Street, Suite 920, Toronto, Ontario,
M5H 2Y2 by 9:00am am on July 6, 2020, or in the event of an adjournment or postponement of the Meeting,
no later than forty-eight (48) hours (excluding Saturdays, Sundays and holidays in Ontario) before the time
for holding the adjourned or postponed Meeting.

Shareholders may also elect to vote electronically in respect of any matter to be acted upon at the Meeting.
Votes cast electronically are in all respects equivalent to, and will be treated in the exact same manner as,
votes cast via a paper form of proxy. To vote electronically, registered shareholders are asked to go to the
website shown on the form of proxy and follow the instructions on the screen. Please note that each
shareholder exercising the electronic voting option will need to refer to the control number indicated on
their proxy form to identify themselves in the electronic voting system. Shareholders should also refer to
the instructions on the proxy form for information regarding the deadline for voting shares electronically.
If a Shareholder votes electronically he or she is asked not to return the paper form of proxy by mail.

In order to be effective, a form of proxy must be executed by a shareholder exactly as his or her name
appears on the register of shareholders of the Corporation. Additional execution instructions are set out in
the notes to the form of proxy. The proxy must also be dated where indicated. If the date is not completed,
the proxy will be deemed to be dated on the day on which it was mailed to shareholders.

The management representatives designated in the enclosed form of proxy will vote the Shares in respect
of which they are appointed proxy in accordance with the instructions of the shareholder as indicated on
the proxy and, if the shareholder specifies a choice with respect to any matter to be acted upon, the Shares
will be voted accordingly. In the absence of such direction, such Shares will be voted by the
management representatives named in such form of proxy in favour of each of the matters referred
to in the Notice and will be voted by such representatives on all other matters which may come before
the Meeting in their discretion.

THE ENCLOSED FORM OF PROXY, WHEN PROPERLY SIGNED, CONFERS

DISCRETIONARY VOTING AUTHORITY ON THOSE PERSONS DESIGNATED THEREIN
WITH RESPECT TO AMENDMENTS OR VARIATIONS TO THE MATTERS IDENTIFIED IN
THE NOTICE AND WITH RESPECT TO OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING.

At the time of printing of this Circular, management of the Corporation know of no such amendment,
variation or other matters to come before the Meeting other than the matters referred to in the Notice and
this Circular. However, if any matters which are not now known to management of the Corporation
should properly come before the Meeting, the Shares represented by proxies in favour of the
Management Nominees will be voted on such matters in accordance with the best judgement of the
Management Nominee.

ADVICE TO NON-REGISTERED SHAREHOLDERS

Only registered shareholders of the Corporation, or the persons they appoint as their proxies, are entitled to
attend and vote at the Meeting. However, in many cases, Shares beneficially owned by a person (a “Non-
Registered Shareholder”) are registered either:

(a) in the name of an intermediary (an “Intermediary”) with whom the Non-Registered
Shareholder deals in respect of the Shares (Intermediaries include, among others, banks,
trust companies, investment dealers or brokers, trustees or administrators of a self-

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 administered registered retirement savings plan, registered retirement income fund,
registered education savings plan and similar plans); or

(b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited,
in Canada, and the Depositary Trust Company, in the United States) of which the
Intermediary is a participant.

In accordance with the requirements of NI 54-101, the Corporation has distributed copies of the Notice-
and-Access Notification to the Intermediaries and clearing agencies for onward distribution to Non-
Registered Shareholders. Intermediaries are required to forward the Notice-and-Access Notification to
Non-Registered Shareholders unless the Non-Registered Shareholders have waived the right to receive
them. Intermediaries often use service companies to forward the Notice-and-Access Notification to Non-
Registered Shareholders. Generally, Non-Registered Shareholders who have not waived the right to receive
Notice-and-Access Notification will either:

(a) be given a voting instruction form which must be completed and returned by the Non-
Registered Shareholder in accordance with the directions printed on the form (in some
cases, the completion of the voting instruction form by telephone, facsimile or over the
Internet is permitted) or

(b) be given a form of proxy which has already been signed by the Intermediary (typically by
a facsimile, stamped signature), which is restricted as to the number of Shares beneficially
owned by the Non-Registered Shareholder but which is otherwise not completed by the
Intermediary. Because the Intermediary has already signed the form of proxy, this form of
proxy is not required to be signed by the Non-Registered Shareholder when submitting the
proxy. In this case, the Non-Registered Shareholder who wishes to submit a proxy should
properly complete the form of proxy and deposit it with Capital Transfer, 390 Bay Street,
Suite 920, Toronto, Ontario, M5H 2Y2.

In either case, the purpose of these procedures is to permit Non-Registered Shareholders to direct the voting
of the Shares they beneficially own.

Out of concern for the safety of our management, employees and shareholders in light of the COVID-19
pandemic, we are holding the Meeting in a virtual only format that will be conducted via live webcast
online. Shareholders will not be able to attend the Meeting in person.

Participating in the Meeting online allows registered shareholders and duly appointed proxyholders,
including non-registered (beneficial) shareholders who have appointed themselves or another person as a
proxyholder, to participate at the Meeting and ask questions, all in real time. Registered shareholders and
duly appointed proxyholders can vote at the appropriate time during the Meeting.

Should a Non-Registered Shareholder who receives either a voting instruction form or a form of proxy wish
to participate in the Meeting and vote in person (or have another person participate and vote on behalf of
the Non-Registered Shareholder), the Non-Registered Shareholder should strike out the names of the
persons named in the form of proxy and insert the Non-Registered Shareholder’s (or such other person’s)
name in the blank space provided or, in the case of a voting instruction form, follow the directions indicated
on the form. You can then access the Meeting following the instructions outlined under the heading
“REGISTERED SHAREHOLDERS VOTING BY PROXY”

If you are a Non-Registered Shareholder, and we or our agent has sent the Notice-and-Access Notification
directly to you, your name and address and information about your holdings of securities have been obtained

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in accordance with applicable securities regulatory requirements from the Intermediary holding on your
behalf. In either case, Non-Registered Shareholders should carefully follow the instructions of their
Intermediaries and their service companies, including those regarding when and where the voting
instruction form or the proxy is to be delivered.

REVOCATION OF PROXIES

A registered shareholder of the Corporation who has submitted a proxy may revoke it by:

(a) depositing an instrument in writing signed by the registered shareholder or by an attorney

authorized in writing or, if the registered shareholder is a corporation, by a duly authorized
officer or attorney, either:

(i) at the office of Capital Transfer, 390 Bay Street, Suite 920, Toronto, Ontario, M5H
2Y2 Corporation, by 9:00am on July 6, 2020 or in the event of an adjournment or
postponement of the Meeting, no later than 48 hours (excluding Saturday, Sunday
and holidays in Ontario) before the time for holding the adjournment or
postponement Meeting; or

(ii) with the Chairman of the Meeting prior to the commencement of the Meeting on
the day of the Meeting;

(b) transmitting, by telephonic or electronic means, a revocation that complies with (i) or (ii)
above and that is signed by electronic signature provided that the means of electronic
signature permit a reliable determination that the document was created or communicated
by or on behalf of the registered shareholder or the attorney, as the case may be; or

(c) in any other manner permitted by law.

A Non-Registered Shareholder who has submitted voting instructions to an Intermediary should contact
their Intermediary for information with respect to revoking their voting instructions.

ADVICE TO ALL SHAREHODLERS

All Shareholders are invited to attend the Meeting virtually or may be represented by proxy. A “beneficial”
or “non-registered” Shareholder will not be recognized directly at the Meeting for the purposes of voting
Shares registered in the name of his/her/its broker; however, a beneficial Shareholder may attend the virtual
Meeting as a proxyholder for the registered Shareholder and vote the Shares in that capacity. Only
Shareholders as of the Record Date are entitled to receive notice of and vote at the virtual Meeting.
Shareholders who are unable to attend the virtual Meeting in person, or any adjournments or postponements
thereof, are requested to complete, date and sign the enclosed form of proxy (registered holders) or voting
instruction form (beneficial holders) and return it in the envelope provided. To be effective, the enclosed
form of proxy or voting instruction form must be mailed or faxed so as to reach or be deposited with Capital
Transfer (in the case of registered holders) (i) by mail to Capital Transfer at 390 Bay Street, Suite 920,
Toronto, Ontario, M5H 2Y2; (ii) by facsimile at 416-350-5008; (iii) by email to
info@capitaltransferagency.com; or (iv) by internet at www.capitaltransferagency.com prior to the Proxy
Deadline, failing which such votes may not be counted, or your intermediary (in the case of beneficial
holders) with sufficient time for them to file a proxy by the Proxy Deadline.

SHAREHOLDERS ARE REMINDED TO REVIEW THE CIRCULAR BEFORE VOTING.

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 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

No person who has been a director or an officer of the Corporation at any time since the beginning of its
last completed financial year or any associate of any such director or officer has any material interest, direct
or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the
meeting, except as disclosed in this Circular.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The Corporation shall make a list of all persons who were registered holders of Shares of the Corporation
on May 22, 2020 (the “Record Date”), and the number of Shares registered in the name of each person on
that date. There are 328,726,427 Shares issued and outstanding as of May 22, 2020. Each shareholder is
entitled to one vote for each Share registered in his name as it appears on the list.

To the knowledge of the directors and officers of the Corporation, as of the date of this Circular, no person
or company beneficially owned, directly or indirectly, or exercised control or direction over, voting shares
of the Corporation carrying more than ten percent (10%) of the voting rights attached to all shares of the
Corporation.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Corporation’s Board of Directors, the only matters to be placed before the Meeting
are those set forth in the accompanying Notice of Meeting relating to: (a) receiving the audited financial
statements of the Corporation for the year ended December 31, 2019; (b) to authorize the Board of Directors
to set the number of directors; (c) the election of directors for the ensuing year; (d) appointment of
Fazzari+Partners LLP, Chartered Professional Accountants, as auditors of the Corporation; (e) to approve
the Stock Option Plan of the Corporation; and (f) to approve the consolidation of the outstanding Shares of
the Corporation all as more particularly described below.

1. Financial Statements

The shareholders will receive and consider the audited consolidated financial statements of the Corporation
for the fiscal year ended December 31, 2019, together with the auditor’s report thereon, copies of which
have been mailed in accordance with applicable securities laws to all persons who have completed a
supplemental card requesting such mailing. Copies of these financial statements are also appended hereto
as Schedule “D”.

2. Authorizing the Board To Determine the Number of Directors

Section 125(3) of the OBCA provides that shareholders can authorize the Board of Directors, by way of a
special resolution, to fix the number of directors within the range provided for in the articles of the
Corporation. The articles currently provide for a minium of three (3) and a maximum of ten (10) directors.
Granting directors this authority will also allow the Board of Directors to increase the number of directors
in between shareholder meetings by no more than 1/3rd of the number of directors elected at the most recent
shareholder meeting. The Corporaiton is asking Shareholders to approve a special resolution (the “Special
Resolution”) authorizing the Board of Directors to fix the number of directors each year to provide
flexibility to add new directors as the Corporaiton grows and opportunities exist to enhance the board of
directors.

Page 6 of 26
 Requisite Approval

At the Meeting, the Corporation’s Shareholders will be asked to approve the Special Resolution, in the form
set out below. The approval of the Special Resolution will require the affirmative vote of 66⅔% of the votes
cast by the Shareholders, present in person or represented by proxy at the Meeting.

“BE IT RESOLVED, AS A SPECIAL RESOLUTION THAT:

1. the Board of Directors is authorized in accordance with section 125(3) of the Business Corporaitons
Act (Ontaroi) to fix the number of directors each year within the range provided for in the
Corporation’s articles; and

2. any of the officers or directors of the Corporation be and are hereby authorized for and on behalf
of the Corporation (whether under its corporate seal or otherwise) to execute and deliver all other
documents and instruments and to take all such other actions as such officer or director may deem
necessary or desirable to implement the foregoing resolution and the matters authorized hereby,
such determinations to be conclusively evidenced by the execution and delivery of such documents
and other instruments or the taking of any such action.”

Based on the foregoing, the Board unanimously recommends that Shareholders vote FOR the Special
Resolution set out above.

Shares represented by proxies in favour of management nominees will be voted FOR the Special
Resolution unless a Shareholder has specified in his proxy that his shares are to be voted against the
Special Resolution.

3. Election of Directors

Subject to obtaining the approval in item 2, the Board of Directors has determined that the number of
directors of the Corporation should be fixed at four (4). Shareholders will be asked to elect four (4) directors
at the Meeting. Each director elected will hold office until the close of the next annual meeting of the
Shareholders or until his successor is appointed or elected.

The following table and the notes thereto set out the names of each nominee for election as a director of the
Corporation as well as their province of residence, principal occupation, business or employment, the year
they first became a director of the Corporation and the approximate number of voting securities of the
Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by
each of them as of the date hereof.

Name, Position, Province of Principal Occupation Date Elected or Number of Shares

Residence Appointed Director Owned, Controlled
or Directed(1)
(1)
Brian Kalish CEO of Media Central Corporation
CEO and Director Inc. and its subsidiaries. Interim CEO October 28, 2019 28,500,000
Ontario, Canada of Baron Auto Group Inc.
(2)
Larry Latowsky CEO of Epic Sales Limited and
Director Executive Chairman of Canntab October 28, 2019 Nil
Ontario, Canada Therapeutics

Page 7 of 26
Name, Position, Province of Principal Occupation Date Elected or Number of Shares
Residence Appointed Director Owned, Controlled
or Directed(1)
(1) (2)
Gil Steinfield
General Manager for Gamesys
Director October 28, 2019 Nil
Group Canada
Ontario, Canada
(1) (2)
Scott Wilson
Chairman and CEO of Physiomed
Director October 28, 2019 Nil
Health
Ontario, Canada
Notes:
(1) Member of the Audit Committee of which Scott Wilson is the Chairman.
(2) Member of the Compensation, Nomination and Governance Committee.

Brian Kalish, age 50 (Director & Chief Executive Officer)

In 1999 Brian founded the first interactive point of purchase retail media. He later went on to co- direct the
acquisition and re-development of the Toronto Argonauts Football Club of the Canadian Football League
in 2003. Brian was a Director and the CEO of Gemoscan Canada, Inc. a vertically integrated healthcare
company which he reorganized and led through a series of capitalizations and public listings. Gemoscan
was the first company to have commercialized a naturopathic service at retail pharmacy in North America.
Earlier, Brian was a member of the turn-around team at KIK Corporation (now KIK Custom Products) a
leading private label CPG producer. Most recently, Brian was a founder, Director and President of two
specialty finance companies focusing on Factoring and Asset Based Lending. Brian graduated from York
University with an Honors Bachelors of Arts degree in Political Economy in 1993.

Larry Latowsky, age 59 (Director)

Larry brings decades of experience in the worlds of retail, technology and media to Media Central. He is
currently the CEO of Epic Sales Limited and the Executive Chairman of Canntab Therapeutics Inc. Prior
to this Larry was the Interim CEO and Chairman of the Board of Well.ca before its sale to McKesson
Corporation. Well.ca focuses on delivering over 40,000-curated health and beauty care products, thousands
of peer reviews, and Canada’s largest assortment of green and natural brands to consumers. Before directing
Well.ca, Larry was the CEO of Katz Group Canada/Rexall Pharmaplus and Drug Trading Company, which
provides independent or franchise pharmacy banner programs for IDA, Guardian, and Medicine Shoppe
drug stores.. Larry received his Bachelor of Arts from York University in 1980 and is a graduated from the
University of Toronto’s Rotman School of Business and Institute of Corporate Directors in 2013. He
previously served on the board of the Retail Council of Canada, Electronic Commerce Council of Canada,
and the Canadian Association of Chain Drug Stores.

Gil Steinfeld, age 50 (Director)

Gil has over 20 years’ experience as a marketing executive and online marketing consultant to the top online
gaming brands. Gil is currently the General Manager for Gamesys Group Canada. Prior Gil oversaw top
level Canadian and U.S marketing strategies for GVC/ PartyGaming Plc, and World Poker tour in the areas
of online and traditional media. Gil was the founding Director of Marketing at Microgaming where he
helped grow the company from 20 to over 1000 employees. Gil graduated from Seneca College with a
diploma in Business Administration in 1991.

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Dr. Scott Wilson, age 50 (Director)

Dr. Scott Wilson is a passionate clinician, a serial healthcare entrepreneur, and a board-certified Doctor of
Chiropractic in both Canada and the USA with over 25 years of experience treating patients. Scott is the
Founder & Chairman of Physiomed, one of Canada’s largest franchised networks of interdisciplinary
healthcare clinics, with over 30 clinics in Ontario and British Columbia. He has also founded or supported
numerous other healthcare focused companies. Scott has had speaking engagements alongside Tony
Robbins and is widely acknowledged to be a subject matter expert in the north American healthcare sector.
Scott graduated Magna Cum Laude with Clinical Honors from the Canadian Memorial Chiropractic College
in 1994. Scott is a member of: the US National Board of Chiropractic Examiners – Certified Level 1 and 2,
Canadian Chiropractic Examining Board – Certified, the College of Chiropractors of Ontario, the Canadian
Chiropractic Association, the Ontario Chiropractic Association and the Parker Research Foundation.

Cease Trade Orders or Bankruptcies

Except as described below, none of the proposed directors, officers or promoter (directly or indirectly
through holding companies) of the Resulting Issuer has or has been, within the last ten years, a director,
officer, promotor of any company that:

(a) was subject to a cease trade order or similar order, or an order that denied the relevant company access
to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive
days, while that person was acting in the capacity as an executive officer; or

(b) was subject to an event that results, after the director or executive officer ceased to be a director or
executive officer, in a company being the subject of a cease trade or similar order or an order that denied
the relevant company access to any exemption under securities legislation, for a period of more than 30
consecutive days, state the fact and describe the basis on which the order was made and whether the order
is still in effect;

(c) become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was
subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver,
receiver manager or trustee appointed to hold its assets, state the fact; or

(i) other than Brian Kalish was the CEO and Scott Wilson was a director of Gemoscan Canada
Inc., which was declared bankrupt on January 12, 2016.

(d) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any
legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement
or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No Directors of the Corporation hold Directorships in any other reporting issuers.

IF ANY OF THE NOMINEES IS FOR ANY REASON UNAVAILABLE TO SERVE AS A

DIRECTOR, PROXIES IN FAVOUR OF MANAGEMENT WILL BE VOTED FOR ANOTHER
NOMINEE IN THEIR DISCRETION UNLESS THE SHAREHOLDER HAS SPECIFIED IN THE
PROXY THAT HIS OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN THE
ELECTION OF DIRECTORS.

The management representatives named in the attached form of proxy intend to vote the Shares
represented by such proxy in favour of the election of the Nominees listed in this information circular

Page 9 of 26
unless a shareholder specifies in the proxy that his or her Shares are to be withheld from voting in
respect of such resolution.

4. Appointment of Auditors

Shareholders are being asked to appoint Fazzari+Partners LLP to act as auditors of the Corporation until
the next annual meeting of shareholders. PROXIES RECEIVED IN FAVOUR OF MANAGEMENT
WILL BE VOTED FOR THE APPOINTMENT OF FAZZARI + PARTNERS LLP, AS AUDITORS
OF THE CORPORATION TO HOLD OFFICE UNTIL THE NEXT ANNUAL MEETING OF
SHAREHOLDERS AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR
REMUNERATION UNLESS A SHAREHOLDER HAS SPECIFIED IN THE PROXY THAT HIS
OR HER SHARES ARE TO BE WITHHELD FROM VOTING IN RESPECT OF THE
APPOINTMENT OF FAZZARI + PARTNERS LLP.

Fazzari+Partners LLP were first retained as auditors for the Corporation on January 2, 2020. Prior to that
date the auditors of the Corporation were Wasserman Ramsey Chartered Accountants. The Notice of
Change of Auditor and letters of acknowledgement of change of auditor from Wasserman Ramsey
Chartered Accountants and Fazzari+Partners LLP are appended to this Circular as Schedule “A”.

5. Approval of Stock Option Plan

Following the reverse takeover of CannCentral Inc. in 2019, the Corporation has reviewed the former stock
option plan of the Corporation and has decided to adopt a new stock option plan (the “New Plan”). The
maximum number of options of the Corporation reserved for issuance under the New Plan is ten (10%)
percent of the issued and outstanding shares of the Corporation on a “rolling” basis. It is anticipated that
the New Plan will initially have approximately 7,122,643 Shares on a pre Consolidation basis available for
grant after taking into account the 25,750,000 options currently outstanding on a pre Consolidation bases
which will continue under the New Plan.

Purpose of the New Plan

The purpose of each of the New Plan is to provide an incentive to directors, officers, employees,
management companies and consultants of the Corporation to continue their involvement with the
Corporation, to increase their efforts on the Corporation’s behalf and to attract new qualified employees,
while at the same time reducing the cash compensation the Corporation would otherwise have to pay. The
New Plan is also intended to assist in aligning management and employee incentives with the interests of
shareholders of the Corporation

General Description of the Stock Option Plans

The following is a brief description of the principal terms of the the New Plan, which description is qualified
in its entirety by the terms of the New Plan. A full copy of the each of the New Plan is attached hereto as
Schedule “B”.

Number of Shares Reserved. The number of shares of the Corporation which may be issued pursuant to
options granted under the plan shall not exceed ten (10%) percent of the issued and outstanding shares of
the Corporation from time to time at the date of grant.

Maximum Term of Options. The term of any options granted under the New Plan is fixed by the board of
directors and may not exceed five years from the date of grant. The options are non-assignable and non-
transferable.

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Exercise Price. The exercise price of options granted under the New Plan is determined by the board of
directors, provided that the exercise price is not less than the closing price of the Company’s common shares
on the date prior to the date of grant of the stock options on the principal exchange on which it trades or in
accordance with the pricing rules of any other stock exchange on which the common shares of the Company
may trade in the future.

Amendment. Subject to regulatory approval, the Board of Directors may from time to time amend or revise
the terms of the Plan or may discontinue the Plan at any time provided however that no such right may,
without the consent of the Optionee, in any manner adversely affect his rights under any Option theretofore
granted under the Plan. If an option is cancelled prior to the expiry date, the Corporation shall not grant
new options to the same person until thirty days have elapsed from the date of cancellation.

Vesting. Vesting, if any, and other terms and conditions relating to such options shall be determined by the
board of directors of the Corporation or the Committee (as hereinafter defined) from time to time and in
accordance with requirements of any exchange on which the shares of the Corporation are listed.

Termination. Any options granted pursuant to the New Plan will terminate generally within ninety days of
the option holder ceasing to act as a director, officer, employee, management company or consultant of the
Corporation or any of its affiliates, and within generally thirty days of the option holder ceasing to act as
an employee engaged in investor relations activities, unless such cessation is on account of death. If such
cessation is on account of death, the options terminate on the first anniversary of such cessation. If such
cessation is on account of cause, or terminated by regulatory sanction or by reason of judicial order, the
options terminate immediately. Options that have been cancelled or that have expired without having been
exercised shall continue to be issuable under the plan. The New Plan also provides for adjustments to
outstanding options in the event of any consolidation, subdivision or exchange of the shares of the
Corporation.

Administration. The plan is administered by the Board of Directors of the Corporation or, if the board of
dkirectors so elects, by a committee, which committee shall consist of at least two board members,
appointed by the Board of Directors.

Board Discretion. The plan provides that, generally, the number of shares of the Corporation subject to each
option, the exercise price, the expiry time, the extent to which such option is exercisable, including vesting
schedules, and other terms and conditions relating to such options shall be determined by the Board of
Directors or the committee and in accordance with the requirements of any exchange on which the shares
of the applicable Corporation are listed.

Approval of the Stock Option Plan Resolutions

The Shareholders will be asked at the Meeting to approve, ratify and affirm by ordinary resolution the New
Plan in substantially the form appended hereto as Schedule “B” as follows:

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1. the stock option plan of the Corporation, as described in the management information circular of
the Corporation dated May 22, 2020, be and is hereby ratified and approved for the ensuing year;
and

2. any one (1) director or officer of the Corporation be authorized to make all such arrangements, to
do all acts and things and to sign and execute all documents and instruments in writing, whether

Page 11 of 26
 under the corporate seal of the Corporation or otherwise, as may be considered necessary or
advisable to give full force and effect to the foregoing.

The Board unanimously recommends that shareholders vote FOR the New Plan

6. Approval of Consolidation

The Board has proposed the submission to Shareholders for consideration of a special resolution approving
an amendment to the Corporation’s articles of incorporation effecting the consolidation of the Corporation’s
issued and outstanding Shares (the “Share Consolidation Resolution”). If the Special Resolution is
approved, the Board will have authority to consolidate the Shares at a ratio of ten (10) to one (1) (the
“Consolidation”). Approval of the Consolidation by the shareholders would give the Board authority to
implement the Consolidation at any time. As at the date hereof, assuming the shareholders approve the
Consolidation, the Board intends to implement the Consolidation as soon as market conditions are receptive
following the Meeting, subject to CSE approval. In addition, notwithstanding approval of the Consolidation
by the shareholders, the Board, in its sole discretion, may revoke the Share Consolidation Resolution and
abandon the Consolidation without further approval, action by, or prior notice to Shareholders.

Background and Reasons for Consolidation

The Corporation has been studying the benefits of a consolidation. It believes that the post-consolidation
market price per Share will make investing in the Corporation’s Shares more attractive to a broader range
of institutional investors and other members of the investing public.

Accordingly, shareholders will be asked to approve a special resolution to consolidate the issued and
outstanding Shares of the Corporation on the basis of one (1) new Share for every ten (10) old Shares. This
special resolution will also grant the Board the authority to: (i) use their discretion to adjust the
consolidation ratio, (ii) use their discretion with respect to the timing to implement this special resolution,
and (iii) use their discretion to revoke this special resolution.

Principal Effects of the Share Consolidation

If approved and implemented, the Consolidation will occur simultaneously for all of the Shares and the
Consolidation ratio will apply equally for all such Shares. The Consolidation will affect all holders of the
Corporation’s Shares uniformly. In addition, there may be a minimal effect on a Shareholder’s percentage
ownership interest in the Corporation resulting from the proposed treatment of fractional Shares (see “Effect
on Fractional Shares”). No fractional Share will be issued in connection with the Consolidation. Each
Share outstanding post-Consolidation will be entitled to one vote and will be fully paid and non-assessable.

The principal effects of the Consolidation will be that:

(a) the number of Shares of the Corporation issued and outstanding will be reduced from 328,726,427
Shares as of the date hereof to approximately 32,872,642 Shares following the consolidation of the
shares on the basis of ten (10) to one (1); and

(b) the exercise or conversion price and/or the number of Shares issuable under any of the
Corporation’s outstanding convertible securities, stock options and warrants will be proportionally
adjusted upon the Consolidation based on the Consolidation ratio.

Page 12 of 26
Effect on Fractional Shares

No fractional Shares will be issued if, as a result of the Consolidation, a shareholder would otherwise be
entitled to a fractional Share. Instead, if, as a result of the Consolidation, a Shareholder is entitled to a
fractional Share, such fractional Share that is less than ½ of one (1) post-Consolidation Share will be
cancelled and each fractional Share that is at least ½ of one (1) post-Consolidation Share will be rounded
up to one (1) whole post-Consolidation Share.

Effect on Registered Holders

Both the implementation of the Consolidation and the Name Change (described below under heading “6.
Name Change”), following the obtaining of Shareholder approval and all necessary regulatory approvals,
including the acceptance of CSE, and the filing of the requisite amendment to the articles of incorporation
to effect the Consolidation and will require registered Shareholders to exchange their share certificates for
new certificates. When applicable, registered Shareholders will be sent a Letter of Transmittal which will
detail the instructions for the exchange of share certificates. The transfer agent will send to each registered
shareholder who has sent the required documents a new share certificate representing the number of post-
Consolidation Shares to which the shareholder is entitled. Until surrendered, each share certificate
representing pre-Consolidation Shares will be deemed for all purposes to represent the number of whole
post-Consolidation Shares to which the holder is entitled as a result of the Consolidation. If a registered
shareholder would otherwise be entitled to receive a fractional share, such fractional share shall be treated
in the manner described above. Share certificates deposited into brokerage accounts after the
implementation of the Consolidation will also be adjusted by the Consolidation Ratio.

Effect on Non-Registered Holders

Non-Registered Holders holding their Shares through an Intermediary should note that such Intermediary
may have different procedures for processing the Consolidation than those that will be put in place by the
Corporation for registered shareholders. If you are a Non-Registered Holder and you have questions or
concerns in this regard, you are encouraged to contact your Intermediary.

Effect on Shares Held in Book-Entry Form

Certain Non-Registered Holders may own Shares in book-entry form. Non-Registered Holders will not
have share certificates evidencing their ownership of such Shares and therefore do not need to take any
additional actions to exchange their pre-Consolidation book-entry Shares, if any, for post-Consolidation
Shares. Upon the effective date of the Consolidation, each then existing book-entry account will be adjusted
to reflect the number of post-Consolidation Shares to which the Non-Registered Holder is entitled in
accordance with the Consolidation ratio.

Effect on Convertible Securities and Stock Options

The exercise or conversion price and/or the number of Shares issuable under any outstanding convertible
securities and outstanding stock options will be proportionally adjusted upon the implementation of the
Consolidation, in accordance with the terms of such securities, based on the Consolidation ratio.

No Dissent Right

Under the Business Corporations Act (Ontario) (the “OBCA”), Shareholders do not have dissent or
appraisal rights with respect to the Consolidation.

Page 13 of 26
Resolution for Approving the Consolidation

Upon approval of the Share Consolidation Resolution, following the obtaining of all necessary regulatory
approvals, including the acceptance of CSE, the Corporation, at a time determined at the discretion of the
Board, will file articles of amendment with the required entity under the OBCA in the form prescribed by
the OBCA to amend the Corporation’s articles of incorporation. The Consolidation will become effective
on the date shown in the certificate of amendment in connection therewith, or such other date as indicated
in the articles of amendment.

Requisite Approval

At the Meeting, the Corporation’s Shareholders will be asked to approve the Share Consolidation
Resolution, in the form set out below. The approval of the Share Consolidation Resolution will require the
affirmative vote of 66⅔% of the votes cast by the Shareholders, present in person or represented by proxy
at the Meeting.

“RESOLVED, AS A SPECIAL RESOLUTION THAT:

1. the issued and outstanding shares in the capital of the Corporation be consolidated on the basis of
one (1) post-Consolidation Share for every ten (10) Shares currently issued and outstanding and
the Board of Directors of the Corporation are hereby authorized to select a lesser consolidation
ratio at their sole discretion;

2. no fractional shares shall be issued upon the consolidation, each fractional Share that is less than ½
of one (1) post-Consolidation Share will be cancelled and each fractional Share that is at least ½ of
one (1) post-Consolidation Share will be rounded up to one (1) whole post-Consolidation Share;

3. notwithstanding the approval of holders of the Shares of the Corporation to the above resolutions,
the Board of Directors of the Corporation may revoke the foregoing resolutions before they are
acted on without any further approval by the persons eligible to vote on this Share Consolidation
Resolution at the Meeting;

4. the effective date of such consolidation shall be the date shown in the certificate of amendment;
and

5. any of the officers or directors of the Corporation be and are hereby authorized for and on behalf
of the Corporation (whether under its corporate seal or otherwise) to execute and deliver articles of
amendment to effect the foregoing resolutions with the required entity and all other documents and
instruments and to take all such other actions as such officer or director may deem necessary or
desirable to implement the foregoing resolutions and the matters authorized hereby, such
determinations to be conclusively evidenced by the execution and delivery of such documents and
other instruments or the taking of any such action.”

Based on the foregoing, the Board unanimously recommends that Shareholders vote FOR the Share
Consolidation Resolution set out above.

Shares represented by proxies in favour of management nominees will be voted FOR the Share
Consolidation Resolution unless a Shareholder has specified in his proxy that his shares are to be
voted against the Share Consolidation Reduction Resolution.

Page 14 of 26
 EXECUTIVE COMPENSATION
Named Executive Officers

This Circular describes and explains Media Central’s executive compensation policies and practices, and
details the compensation paid to the Corporation’s Named Executive Officers (“NEOs”) and Former
Named Executive Officers (“Former NEOs”). For 2019, the NEOs were:

• Brian Kalish Chief Executive Officer

• Stephen Gledhill Chief Financial Officer

For 2019, the Former NEOs were:

• Allen Lone Former Chief Executive Officer

• Momen Rahman Former Chief Financial Officer

Executive Compensation Objectives

The Corporation’s executive compensation is designed to achieve:

• Reward for achievement of the Corporation’s annual and long-term strategic and financial objectives;
• Align executive officers’ financial interests with those of the shareholders, with the goal of maximizing
shareholder value and attracting, motivating and retaining quality talent needed to support the growth
and success of the business; and
• Provide competitive compensation aligned with those companies with which Media Central competes
for talent.

Summary Compensation Table

The following table provides the compensation paid or granted to the NEOs for the years ended December
31, 2019 and 2018. Option-based awards, as applicable, are calculated based on the grant date value as
described in the nots and may not actually be realized.

NEO Year Salary or Share- Option- Non- Pension All other Total
fees earned based based equity value compe- compen-
1
awards awards 2 incentive nsation sation
plan
compen-
sation
BRIAN KALISH 2019 $ 40,000 $ nil $ 952,749 n/a n/a n/a $ 992,749
CEO 2018 $ nil $ nil $ nil n/a n/a n/a $ nil
2017 $ nil $ nil $ nil n/a n/a n/a $ nil
STEPHEN GLEDHILL 2019 $ 11,865 $ nil $ nil n/a n/a n/a $ 11,865
CFO 3 2018 $ nil $ nil $ nil n/a n/a n/a $ nil
2017 $ nil $ nil $ nil n/a n/a n/a $ nil

Page 15 of 26
 Former NEO 4 Year Salary or Share- Option- Non- Pension All other Total
fees earned based based equity value compe- compen-
1
awards awards incentive nsation sation
plan
compen-
sation
ALLEN LONE 2019 $ 123,750 $ nil $ nil n/a n/a n/a $ 123,750
Former CEO 4 2018 $ 165,000 $ nil $ nil n/a n/a n/a $ 165,000
2017 $ 165,000 $ nil $ 48,000 5 n/a n/a n/a $ 213,000
MOMEN RAHMAN 2019 $ 52,500 $ nil $ nil n/a n/a n/a $ 52,500
Former CFO 4 2018 $ 70,000 $ nil $ nil n/a n/a n/a $ 70,000
2017 $ 70,000 $ nil $ nil n/a n/a n/a $ 70,000

(1) Salary or fees earned includes gross remuneration paid in addition to fees charged by the NEOs.

(2) The weighted-average assumptions used in the calculation fo the fair value of the options granted for the year ended December 31, 2019
using the Black-Scholes option valuation model as follows:

Year ended December 31, 2019

Fair value $0.063
Share price $0.070
Exercise price $0.123
Expected volatility 150%
Expected life 4.70
Expected dividends $ nil
Risk-free interest rate 1.69%

(3) Mr. Gledhill reasinged as was replaced by Mr. Rodney Davis who was appointed as CFO of the Corporation effective January 8, 2020.

(4) As part of the reverse takeover of IntellaEquity by CannCentral, Mr. Lone and Mr. Rahman resigned effective October 28, 2019. For
further information, reference the Corporation’s Filing Statement posted on SEDAR.

(5) These options were granted in 2016. All options vested on the date of grant, and remain unexercised.

Non-Executive Director Compensation

The following tables sets forth all compensation provided to the non-executive directors and former non-
executive directors for the financial year ended December 31, 2019:
Non-executive director Salary or Share-based Option- Non-equity Pension All other Total
fees earned awards based incentive value compe- compen-
awards1 plan nsation sation
compen-
sation
SCOTT WILSON $ nil $ nil $ 47,637 n/a n/a n/a $ 47,637
LARRY LATOWSKY $ nil $ nil $ 47,637 n/a n/a n/a $ 47,637
GIL STEINFELD $ nil $ nil $ 47,637 n/a n/a n/a $ 47,637

Former non-executive Salary or Share-based Option- Non-equity Pension All other Total
director fees earned awards based incentive value compe- compen-
awards 1 plan nsation sation
compen-
sation
WARREN GOLDBERG 2 $ nil $ nil $ 5,085 n/a n/a n/a $ 5,085
STEVE EWASKIW 2 $ nil $ nil $ 5,085 n/a n/a n/a $ 5,085
TONY BOOGMANS 2 $ nil $ nil $ 5,085 n/a n/a n/a $ 5,085
JAY VIEIRA 2 $ nil $ nil $ 5,085 n/a n/a n/a $ 5,085

(1) The weighted-average assumptions used in the calculation fo the fair value of the options granted for the year ended December 31, 2019
using the Black-Scholes option valuation model as follows:
Year ended December 31, 2019
Fair value $0.063
Share price $0.070

Page 16 of 26
 Exercise price $0.123
Expected volatility 150%
Expected life 4.70
Expected dividends $ nil
Risk-free interest rate 1.69%
(2) As part of the reverse take over of IntellaEquity by CannCentral, Mr. Goldberg, Mr. Ewaskiw, Mr. Boogmans and Mr. Vieira resigned
effective October 28, 2019. For further information, reference the Corporation’s Filing Statement posted on SEDAR.

Outstanding Option-Based Awards

The following table sets forth all awards outstanding at the end of the financial year ended December 31,
2019 for each of the NEOs:

NEO Option-based awards – Share-based awards – Non-equity incentive plan

value vested during year value vested during year compensation – value
vested during year
BRIAN KALISH $ 952,749 $ nil n/a
CEO
STEPHEN GLEDHILL $ nil $ nil n/a
CFO

Former NEO Option-based awards – Share-based awards – Non-equity incentive plan

value vested during year value vested during year compensation – value
vested during year
ALLEN LONE $ 7,627 $ nil n/a
Former CEO
MOMEN RAHMAN $ nil $ nil n/a
Former CFO

Incentive Plan Awards

The following table sets forth all awards in which value vested or was earned during the financial year
ended December 31, 2019 for each of the non-executive directors and former non-executive directors of
Media Central:
Non-executive director Option-based awards – Share-based awards – Non-equity incentive plan
value vested during year value vested during year compensation – value
vested during year
SCOTT WILSON $ 47,637 $ nil n/a
LARRY LATOWSKY $ 47,637 $ nil n/a
GIL STEINFELD $ 47,637 $ nil n/a

Former non-executive director Option-based awards – Share-based awards – Non-equity incentive plan
value vested during year value vested during year compensation – value
vested during year
WARREN GOLDBERG $ 5,085 $ nil n/a
STEVE EWASKIW $ 5,085 $ nil n/a
TONY BOOGMANS $ 5,085 $ nil n/a
JAY VIEIRA $ 5,085 $ nil n/a

Executive Director Compensation

Mr. Brian Kalish is a director who is also an officer of the Corporation, he was not paid any amount as a
result of serving as director of Media Central.

There were no arrangements, standard or otherwise, pursuant to which the directors of the Corporation were
compensated by the Corporation for their services in their capacity as directors, or for committee

Page 17 of 26
participation, involvement in special assignments or for services as consultants or experts during the
financial year ended December 31, 2019.

Directors are eligible to participate in the option-plan. Directors are entitled to be reimbursed for expenses
incurred by them in their capacity as directors.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth information in respect to the Corporation’s equity compensation plans under
which equity securities of the Corporation are authorized for issuance, aggregated in accordance with all
equity plans previously approved by the Corporation’s sharehodlers and all equity plans not approved by
the Corporation’s shareholders as at December 31, 2019:

Plan category Number of securities to be Weighted-average exercise Number of securities

issued upon exercise of price of outstanding options remaining available for
outstanding options future issuance under equity
compensation plans
Equity compensation plans 24,650,000 $ 0.063 6,921,451
approved by security holders
Equity compensation plans not nil $ nil nil
approved by security holders
Total 24,650,000 $ 0.063 6,921,451

AUDIT COMMITTEE

National Instrument 52-110 – Audit Committee (“NI 52-110”) requires that certain information regarding
the audit committee of a “venture issuer” (as that term is defined in NI 52-110) be included in this Circular
sent to Shareholders in connection with this Meeting.

Audit Committee Charter

The full text of the Corporation’s Audit Committee charter is attached hereto as Schedule “C” to this
Circular.

Composition of the Audit Committee

The members of the Audit Committee are Scott Wilson (Chairman of the Audit Committee), Brian Kalish
and Gil Steinfeld. Mr. Wilson and Mr. Steinfeld are independent members of the audit committee as
contemplated by NI 52-110. Mr. Kalish is not an independent member of the audit committee as he is Chief
Executive Officer of the Corporation. All members of the Audit Committee are considered financially
literate pursuant to NI 52-110. The Corporation is relying on the exemption provided in Section 6.1
of NI 52-110 which exempts it from certain portions of NI 52-110 including the provision that
requires all Audit Committee members to be independent. All of the Audit Committee members are
“financially literate”, as defined in NI 52-110, as all have the industry experience necessary to understand
and analyze financial statements of the Corporation, as well as the understanding of internal controls and
procedures necessary for financial reporting. The Audit Committee is responsible for review of both interim
and annual financial statements for the Corporation. For the purposes of performing their duties, the
members of the Audit Committee have the right at all times, to inspect all the books and financial records
of the Corporation and any subsidiaries and to discuss with management and the external auditors of the
Corporation any accounts, records and matters relating to the financial statements of the Corporation. The

Page 18 of 26
Audit Committee members meet periodically with management and annually with the external auditors.

Relevant Education and Experience

Each member of the audit committee has adequate education and experience that is relevant to their
performance as an audit committee member and, in particular, the requisite education and experience that
have provided the member with:

• an understanding of the accounting principles used by the issuer to prepare its financial statements,
and the ability to assess the general application of those principles in connection with estimates,
accruals and reserves;

• experience preparing, auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the issuer’s financial
statements, or experience actively supervising individuals engaged in such activities; and

• an understanding of internal controls and procedures for financial reporting.

Scott Wilson (Director)

Mr. Wilson is the founder and chairman of Physiomed and as such is intimetly familiar with the preparation
and analyzing of financial statements.

Gil Steinfeld (Director)

Mr. Steinfeld has over 20 years experience in marketingand holds a diploma in Business Administration

Brian Kalish (Director and Chief Operating Officer)

As founder of the Corporation, Mr. Kalish brings more than 20 years of extensive operational and
entrepreneurial experience. Most recently, Brian was a founder, Director and President of two specialty
finance companies focusing on Factoring and Asset Based Lending.

Audit Committee Oversight

At no time since the commencement of the Corporation’s most recently completed financial year was a
recommendation by the Audit Committee to nominate or compensate an external auditor not adopted by
the Board.

Pre-Approval Policies and Procedures

Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Audit
Committee and, where applicable, the Corporation’s Board, on a case-by-case basis.

Auditor Service Fees

The following table provides detail in respect of audit, audit related, tax and other fees billed to the
Corporation by the external auditors for professional services provided to the Corporation and its
subsidiaries:

Page 19 of 26
 2019 2018 2
Audit fees $ 51,250 $ 37,230
Audit-related fees $ 1,150 $ nil
Tax fees $ 10,000 $ nil
Other fees $ 114,615 1 $ 2,100
Total $ 177,015 $ 39,420

(1) The Corporation completed a reverse takeover transaction on October 28, 2019.
The fees represented in the table are those fees paid by the Corporation in connection
with the reverse takeover.
(2) Represents fees paid by former IntellaEquity Inc.

Audit Fees: Audit fees were paid for professional services rendered by the auditors for the audit of the
Corporation’s annual financial statements as well as services provided in connection with statutory and
regulatory filings.

Audit-Related Fees: Audit-related fees were paid for professional services rendered by the auditors and
were comprised primarily of the reading of quarterly financial statements.

Tax Fees: Tax fees were paid for tax compliance, tax advice and tax planning professional services. These
services included preparing and/or reviewing tax returns.

All Other Fees: Fees such as those payable for professional services which include bookkeeping, accounting
advice, primarily relating to preparation of IFRS compliant financial statements, and preparation of
management’s discussion and analysis, and due diligence.

Exemption

The Corporation is relying on the exemption from the requirements of Part 3 (Composition of the Audit
Committee) and Part 5 (Reporting Obligations) as set out in section 6.1 of NI 52-110.

CORPORATE GOVERNANCE

The Corporation’s disclosure of corporate governance practices pursuant to National Instrument 58-101 –
Disclosure of Corporate Governance Practices (“NI 58-101”) is set out below in the form required by Form
58-101F2 – Corporate Governance Disclosure (Venture Issuers).

Board of Directors

The Board of Directors is responsible for the stewardship of the Corporation and for the supervision of
management to protect shareholder interests. The Board oversees the development of the Corporation’s
strategic plan and the ability of management to continue to deliver on the corporate objectives.

The Board of Directors is presently comprised of four (4) members: Brian Kalis, Gil Steinfeld, Scott Wilson
and larry Latowsky. All of the directors of the Corporation except Brian Kalish are considered to be
independent directors of the Corporation. Brian Kalish is the Chief Executive Officer of the Corporation,
therefore he is not considered to be independent. NI 58-101 suggests that the Board of Directors of a public
company should be constituted with a majority of individuals who qualify as “independent” directors. An
“independent” director is a director who has no direct or indirect material relationship with the Corporation.
A material relationship is a relationship which could, in the view of the Board of Directors, reasonably
interfere with the exercise of a director’s independent judgment. The Board is comprised of a majority of
independent directors. The independent judgment of the Board in carrying out its responsibilities is the

Page 20 of 26
responsibility of all directors. The Board facilitates independent supervision of management through
meetings of the Board and through frequent informal discussions among independent members of the Board
and management. In addition, the Board has free access to the Corporation’s external auditors, external
legal counsel and to any of the Corporation’s officers.

Directorships

No directors of the Corporation hold directorships with any other reporting issuers.

Orientation and Continuing Education

The Board briefs all new directors with respect to the policies of the Board along with relevant corporate
and business information with respect to the Corporation. The Board does not provide any continuing
education.

Ethical Business Conduct

The entire Board is responsible for developing the Corporation’s approach to governance issues. The Board
has reviewed this Corporate Governance disclosure and concurs that it accurately reflects the Corporation's
activities.

The Board has found that the fiduciary duties placed on individual directors by the Corporation’s
governing corporate legislation and the common law and the restrictions placed by applicable corporate
legislation on an individual director’s participation in decisions of the Board in which the director has an
interest have been sufficient to ensure that the Board operates independently of management and in the
best interests of the Corporation.

In addition, each nominee for director of the Corporation must disclose to the Corporation all interests
and relationships of which the director is aware of at the time of consideration which will or may give rise
to a conflict of interest. If such an interest or relationship should arise while the individual is a director, the
individual shall make immediate disclosure of all relevant facts to the Corporation.

Nomination of Directors

The Board of Directors has established a Compensation, Nomination and Governance Committee. The
members of the Compensation, Nomination and Governance Committee are Scott Wilson (Chairman of the
Committee), Larry Latowsky and Gil Steinfeld. The Compensation, Nomination and Governance
Committee are responsible for participating in the recruitment and recommendation of new nominee for
appointment or election to the Board and making recommendations to the Board in respect of compensation
issues relating to directors, officers and employees of the Corporation. Directors are not currently paid any
fees for acting as directors of the Corporations.

Assessments

The Board does not feel it is necessary to establish a committee to assess the effectiveness of individual
Board members. The Board monitors the adequacy of information given to directors, communications
between the Board and management, and the strategic direction and processes of the Board and board
committees.

Page 21 of 26
 INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

There is not as of the date hereof, and has not been since the beginning of the Corporation’s last completed
financial year, any indebtedness owing to the Corporation by the directors and senior officers of the
Corporation or any of their associates or affiliates, except as disclosed in this Circular.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Management of the Corporation is not aware of any material interests, direct or indirect, of any informed
person of the Corporation, any proposed director of the Corporation, or any associate or affiliate of any
informed person or proposed director, in any transaction since the commencement of the Corporation’s
most recently completed financial year or in any proposed transaction which has materially affected or
would materially affect the Corporation or any of its subsidiaries.

MANAGEMENT CONTRACTS

No management functions of the Corporation or subsidiary are performed to any substantial degree by a
person other than the Directors or executive officers of the Corporation or subsidiary.

OTHER BUSINESS

Management of the Corporation is not aware of any matters to come before the meeting other than those
set out in the Notice of Meeting. If other matters come before the Meeting it is the intention of the
individuals indicated in the form of proxy to vote the same in accordance with their best judgment in such
matters.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR at www.sedar.com. Shareholders

may request copies of the Corporation’s financial statements as at and for the financial year ended
December 31, 2019, and management’s discussion and analysis for such financial results, free of charge by
contacting the CEO of the Corporation c/o 27 Roytec Road, Vaughan Ontario, L4L 8E3. Financial
information is provided in the Corporation’s comparative financial statements and management discussion
and analysis for its most recently completed financial year ended December 31, 2019.

APPROVAL OF BOARD OF DIRECTORS

The contents of this Circular, and the sending thereof to each director of the Corporation, to the auditor of
the Corporation and to the shareholders of the Corporation has been approved by the Board.

DATED at the City of Toronto, in the Province of Ontario, this 22 day of May, 2020.

“Brian Kalish”
Brian Kalish
CEO and Director

Page 22 of 26
 SCHEDULE “A”
CHANGE OF AUDITOR PACKAGE
 Media Central Corporation Inc.
27 Roytec Road, Unit 9
Vaughan, Ontario
L4L 8E3

647-363-7117 x 1
mediacentralcorp.com

TO: Wasserman Ramsay, Chartered Accountants

FROM: Media Cen ral Corpora ion Inc formerl In ellaEq i Inc he Compan

CC: Fazzari + Partners, LLP

Ontario Securities Commission

RE: Notice of Change of Auditor

Wa erman Ram a Char ered Acco n an WR ha re igned a he Compan a di or

effec i e Jan ar he Re igna ion P r an o he B ine Corpora ion Ac On ario
he Board of Direc or ha e appoin ed Fa ari Par ner LLP FP a he Compan a di or n il
the close of the next annual general meeting.

In accordance with Section 4.11 of National Instrument 51-102, Continuous Disclosure Obligations
NI - he A di Commi ee and he Board of Direc or of he Compan ha e con idered
and approved:

the resignation of WR as former auditor of the Company, effective January 1, 2020; and
the appointment of FP as the successor auditor, effective January 2, 2020.

There ere no re er a ion con ained in he former a di or repor on he financial a emen of

the Company for the years ended December 31, 2018 and 2017.

There are no reportable events, as defined in Subsection 4.11of the NI 51-102.

This notice, along with the resignation of WR and consent of FP have been reviewed by the Audit
Committee and the Board of Directors.

DATED at Toronto, Ontario this 16th day of March, 2020.

MEDIA CENTRAL CORPORATION INC.

Brian Kalish
Chief Executive Officer and Director

/Enclosure
March 18, 2020

To: Ontario Securities Commission

Alberta Securities Commission
British Columbia Securities Commission

Dear Sirs/Mesdames:

Re: Notice of Change of Auditor of Media Central Corporation Inc. (formerly

IntellaEquity Inc.) (the "Company")

We have reviewed the information contained in the Notice of Change of Auditor of the Company
dated March 16, 2020 (the "Notice"), delivered to us pursuant to National Instrument 51-102 —
Continuous Disclosure Obligations.

Based on our knowledge as of the date hereof, we agree with the statements contained in the
Notice as it pertains to Wasserman Ramsay Chartered Accountants.

Yours truly,

Wasserman Ramsay
Chartered Accountants

cc: Board of Directors of Media Central Corporation Inc.

K:\sClerks\wpdata\hudson\condis\2015\HRM -Successor Auditor (Wasserman Ramsay).doc

March 19, 2020

Ontario Securities Commission

Alberta Securities Commission
British Columbia Securities Commission

Dear Sirs/Mesdames:

Re: Notice of Change of Auditor of Media Central Corporation Inc. (formerly IntellaEquity
Inc.) (the "Company")

In connection with our proposed engagement as auditor of the Company, as required by National
Instrument 51-102, we have reviewed the information contained in the Notice dated March 16,
2020, and we agree with the information contained therein, based upon our knowledge of the
information related to the said Notice and of the Company at this time.

Yours truly,

FAZZARI + PARTNERS LLP

Chartered Professional Accountants
Licensed Public Accountants

Carlo Viola, CPA, CA

Partner
 24

SCHEDULE “B”
NEW STOCK OPTION PLAN

Page 24 of 26
 MEDIA CENTRAL CORPORATION INC.

2020 INCENTIVE STOCK OPTION PLAN

1. PURPOSE: The purpose of this Stock Option Plan (the “Plan”) is to encourage common
stock ownership in Media Central Corporation Inc. (the “Company”) by directors, executive
officers, employees (including part time employees employed by the Company for less than twenty
(20) hours per weeks) and consultants (including individuals whose services are contracted through a
personal holding company that is wholly-owned by such individual) of the Company or any
Affiliate, as that term is defined in the Securities Act (Ontario), of the Company or by a personal
holding company of any such officer, director or employee that is wholly-owned by such individual
or by registered retirement savings plans established by any such officers, directors or employees
(hereinafter referred to as “Optionees”) who are primarily responsible for the management and
profitable growth of its business and to advance the interests of the Company by providing additional
incentive for superior performance by such persons and to enable the Company to attract and retain
valued directors, officers and employees by granting options (the “Options” or “Option”) to
purchase common shares of the Company on the terms and conditions set forth in this Plan and any
Stock Option Agreements entered into between the Company and the Optionees in accordance with
the Plan. Any Options granted to a personal holding company shall be cancelled immediately upon
any change in control of such personal holding company, save and except in the event of the death of
the principal of such personal holding company, in which case, subject to the terms of the Stock
Option Agreement, the provisions of subparagraph 5(f)(iii) shall apply.

2. ADMINISTRATION: The Plan shall be administered by the Board of Directors from time
to time of the Company (the “Administrator”). No member of the Board of Directors shall by
virtue of such appointment be disentitled or ineligible to receive Options. The Administrator shall
have full authority to interpret the Plan and to make such rules and regulations and establish such
procedures as it deems appropriate for the administration of the Plan, taking into consideration the
recommendations of management, and the decision of the Administrator shall be binding and
conclusive. The decision of the Administrator shall be binding, provided that notwithstanding
anything herein contained, the Administrator may from time to time delegate the authority vested in
it under this clause to the President who shall thereupon exercise all of the powers herein given to
the Administrator, subject to any express direction by resolution of the Board of Directors of the
Company from time to time and further provided that a decision of the majority of persons
comprising the Board of Directors in respect of any matter hereunder shall be binding and conclusive
for all purposes and upon all persons. The senior officers of the Company are authorized and
directed to do all things and execute and deliver all instruments, undertakings and applications as
they in their absolute discretion consider necessary for the implementation of the Plan.

3. NUMBER OF SHARES SUBJECT TO OPTIONS: The Board of Directors of the

Company will make available that number of common shares for the purpose of the Plan that it
considers appropriate except that the number of common shares that may be issued pursuant to the
exercise of Options under the Plan and under any other stock options of the Company shall not
exceed 10% of the common shares issued and outstanding (on a non-diluted basis) at any time and
from time to time. In the event that Options granted under the Plan, and under any other stock
options of the Company which may be in effect at a particular time, are surrendered, terminate or
 -2-

expire without being exercised in whole or in part, new Options may be granted covering the
common shares not purchased under such lapsed Options.

4. PARTICIPATION: Options shall be granted under the Plan only to Optionees as shall be
designated from time to time by the Administrator and shall be subject to the approval of such
regulatory authorities as the Administrator shall designate, which shall also determine the number of
shares subject to such Option. Optionees who are consultants of the Company or an Affiliate of the
Company must either perform services for the Company on an ongoing basis or provide, or be
expected to provide, a service of value to the Company or to an Affiliate of the Company. The
Company represents that no option shall be granted to any Employee or Consultant who is not a
bona fide Employee or Consultant.

5. TERMS AND CONDITIONS OF OPTIONS: The terms and conditions of each Option
granted under the Plan shall be set forth in written Stock Option Agreements between the Company
and the Optionee. Such terms and conditions shall include the following as well as such other
provisions, not inconsistent with the Plan, as may be deemed advisable by the Administrator:

(a) Number of Shares subject to Option to any one Optionee: The number of shares
subject to an Option shall be determined from time to time by the Administrator; but no one
Optionee shall be granted an Option which when aggregated with any other options or common
shares allotted to such Optionee under the Plan exceeds 5% of the issued and outstanding common
shares of the Company (on a non-diluted basis), the total number of Options granted to any one
Optionee in any 12 month period shall not exceed 5% of the issued and outstanding common shares
of the Company (on a non-diluted basis), the total number of Options granted to all Insiders (as
defined by the TSX Venture Exchange) in any 12 month period shall not exceed 10% of the issued
and outstanding common shares of the Company (on a non-diluted basis). The total number of
options granted to any one consultant in any 12 month period shall not exceed 2% of the issued and
outstanding common shares of the Company (on a non-diluted basis). The total number of options
granted to all persons, including employees, providing investor relations activities to the Company in
any 12 month period shall not exceed 2% of the issued and outstanding common shares of the
Company (on a non-diluted basis) and the Option Price per common share shall be determined in
accordance with subparagraph (b) below. Options granted to persons providing investor relations
activities must vest over a 12 month period with no more than 25% of the options vesting in any
quarter.

(b) Option Price: The Option Price of any shares in respect of which an Option may be
granted under the Plan shall be not less than the closing price of the Company’s common shares on
the date prior to the date of grant of the stock options on the principal exchange on which it trades or
in accordance with the pricing rules of any other stock exchange on which the common shares of the
Company may trade in the future.

In the resolution allocating any Option, the Administrator may determine that the date of grant
aforesaid shall be a future date determined in the manner specified by such resolution. The
Administrator may also determine that the Option Price per share may escalate at a specified rate
dependent upon the year in which any Option to purchase common shares may be exercised by the
Optionee. No options granted to Insiders (as defined by the TSX Venture Exchange) may be
 -3-

repriced without the approval of a majority of disinterested shareholders of the Company exclusive
of any Insiders.

(c) Payment: The full purchase price of shares purchased under the Option shall be
paid in cash upon the exercise thereof. A holder of an Option shall have none of the rights of a
stockholder until the shares are issued to him. All common shares issued pursuant to the exercise of
Options granted or deemed to be granted under the Plan, will be so issued as fully paid and non-
assessable common shares. No Optionee or his legal representatives, legatees or distributees will be,
or will be deemed to be, a holder of any common shares subject to an Option under this Plan, unless
and until certificates for such common shares are issued to him or them under the terms of the Plan.

(d) Term of Options: Options may be granted under this Plan exercisable over a period
not exceeding five (5) years. Each Option shall be subject to earlier termination as provided in
subparagraph (f) below and paragraphs 7 and 8.

(e) Exercise of Options: The exercise of any Option will be contingent upon receipt by
the Company at its head office of a written notice of exercise, specifying the number of common
shares with respect to which the Option is being exercised, accompanied by cash payment, certified
cheque or bank draft for the full purchase price of such common shares with respect to which the
Option is exercised. An Option may be exercised in full or in part during any year of the term of the
Option as provided in the written Stock Option Agreement; provided however that except as
expressly otherwise provided herein or as provided in any valid Stock Option Agreement approved
by the Administrator, no Option may be exercised unless that Optionee is then a director and/or in
the employ of the Company. This Plan shall not confer upon the Optionee any right with respect to
continuance as a director, officer, employee or consultant of the Company or of any affiliate of the
Company.

(f) Termination of Options: Any Option granted pursuant hereto, to the extent not
validly exercised, and save as expressly otherwise provided herein, will terminate on the earlier of
the following dates:

(i) the date of expiration specified in the Stock Option Agreement, being not more than
five (5) years after the date the Option was granted;

(ii) the date of termination of the Optionee's employment or upon ceasing to be a director
and/or officer of the Company or up to a period not exceeding six (6) months
thereafter for any cause other than by retirement, permanent disability or death unless
the Optionee was retained to provide Investor Relations Activities in which case up
to a period not exceeding thirty (30) days thereafter;

(iii) one (1) year after the date of the Optionee's death during which period the Option
may be exercised only by the Optionee's legal representative or the person or persons
to whom the deceased Optionee's rights under the Option shall pass by will or the
applicable laws of descent and distribution, and only to the extent the Optionee
would have been entitled to exercise it at the time of his death if the employment of
the Optionee had been terminated by the Company on such date;
 -4-

(iv) up to six (6) months after termination of the Optionee's employment by permanent
disability or retirement under any Retirement Plan of the Company during which six
(6) month period the Optionee may exercise the Option to the extent he was entitled
to exercise it at the time of such termination provided that if the Optionee shall die
within such six (6) month period, then such right shall be extended to six (6) months
following the death of the Optionee and shall be exercisable only by the persons
described in subparagraph (f)(iii) hereof and only to the extent therein set forth.

(g) Non-transferability of Options: No Option shall be transferable or assignable by the

Optionee other than by will or the laws of descent and distribution and shall be exercisable during
his lifetime only by him.

(h) Applicable Laws or Regulations: The Company's obligation to sell and deliver stock
under each Option is subject to such compliance by the Company and any Optionee as the Company
deems necessary or advisable with all laws, rules and regulations of Canada and the United States of
America and any Provinces and/or States thereof applying to the authorization, issuance, listing or
sale of securities and is also subject to the acceptance for listing of the common shares which may be
issued in exercise thereof by each stock exchange upon which shares of the Company are listed for
trading.

6. ADJUSTMENT IN EVENT OF CHANGE IN STOCK: Each Option shall contain

uniform provisions in such form as may be approved by the Administrator to appropriately adjust the
number and kind of shares covered by the Option and the exercise price of shares subject to the
Option in the event of a declaration of stock dividends, or stock subdivisions or consolidations or
reconstruction or reorganization or recapitalization of the Company or other relevant changes in the
Company's capitalization (other than issuance of additional shares) to prevent substantial dilution or
enlargement of the rights granted to the Optionee by such Option. The number of common shares
available for Options, the common shares subject to any Option, and the Option Price thereof shall
be adjusted appropriately by the Administrator and such adjustment shall be effective and binding
for all purposes of the Plan.

7. ACCELERATION OF EXPIRY DATES. Upon the announcement or contemplation of

any event, including a reorganization, acquisition, amalgamation or merger (or a plan of arrangement
in connection with any of the foregoing), other than solely involving the Company and one or more
of its affiliates (as such term is defined in the Securities Act (Ontario)), with respect to which all or
substantially all of the persons who were the beneficial owners of the common shares, immediately
prior to such reorganization, amalgamation, merger or plan of arrangement do not, following such
reorganization, amalgamation, merger or plan of arrangement, beneficially own, directly or
indirectly more than 50% of the resulting voting shares on a fully-diluted basis (for greater certainty,
this shall not include a public offering or private placement out of treasury) or the sale to a person
other than an affiliate of the Company of all or substantially all of the Company’s assets
(collectively, a “Change of Control”), the Company shall have the discretion, without the need for
the agreement of any Optionee, to accelerate the Expiry Dates and/or any applicable vesting
provisions of all Options, as it shall see fit. The Company may accelerate one or more Optionee’s
Expiry Dates and/or vesting requirements without accelerating the Expiry Dates and/or vesting
requirements of all Options and may accelerate the Expiry Date and/or vesting requirements of only
a portion of an Optionee’s Options.
 -5-

8. AMALGAMATION, CONSOLIDATION OR MERGER: If the event that the Company

is a consenting party to a Change of Control, outstanding Options shall be subject to the agreement
effecting such Change of Control and Optionees shall be bound by such Change of Control
agreement. Such agreement, without the Optionees’ consent, may provide for:

(a) the continuation of such outstanding Options by the Company (if the Company is the
surviving or acquiring corporation);

(b) the assumption of the Plan and such outstanding Options by the surviving entity; or

(c) the substitution or replacement by the surviving or acquiring corporation or its parent
of options with substantially the same terms for such outstanding Options.

The Company may provide in any agreement with respect to any such Change of Control that the
surviving, new or acquiring corporation shall grant options to the Optionees to acquire shares in such
corporation or its parent with respect to which the excess of the fair market value of the shares of
such corporation immediately after the consummation of such Change of Control over the exercise
price therefore shall not be less than the excess of the value of the common shares over the Exercise
Price of the Options immediately prior to the consummation of such Change of Control.

9. APPROVALS: The obligation of the Company to issue and deliver the common shares in
accordance with the Plan is subject to any approvals, which may be required from any regulatory
authority or stock exchange having jurisdiction over the securities of the Company. If any common
shares cannot be issued to any Optionee for whatever reason, the obligation of the Company to issue
such common shares shall terminate and any Option exercise price paid to the Company will be
returned to the Optionee.

10. STOCK EXCHANGE RULES: The rules of any stock exchange upon which the Company
common shares are listed shall be applicable relative to Options granted to Optionees.

11. AMENDMENT AND DISCONTINUANCE OF PLAN: Subject to regulatory approval,

the Board of Directors may from time to time amend or revise the terms of the Plan or may
discontinue the Plan at any time provided however that no such right may, without the consent of the
Optionee, in any manner adversely affect his rights under any Option theretofore granted under the
Plan.

12. EFFECTIVE DATE AND DURATION OF PLAN: The Plan shall remain in full force
and effect from the date of shareholder approval hereof and from year to year thereafter until
amended or terminated in accordance with Paragraph 10 hereof and for so long thereafter as Options
remain outstanding in favour of any Optionee.
 25

SCHEDULE “C”
AUDIT COMMITTEE CHARTER

Page 25 of 26
 MEDIA CENTRAL CORPORATION INC.
Mandate of the Audit Committee

Purpose

The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Media Central
Corporation Inc. (the “Corporation”) is appointed by the Board to assist the Corporation and the
Board in fulfilling their respective obligations relating to the integrity of the internal financial
controls and financial accounting and reporting of the Corporation.

Composition

1. The Committee shall be composed of three or more directors, as designated by the Board
from time to time.

2. The Chair of the Committee (the “Chair”) shall be designated by the Board or the Committee
from among the members of the Committee.

3. The Committee shall comply with all applicable securities laws, instruments, rules and policies
and regulatory requirements (collectively “Applicable Laws”), including those relating to
composition, independence and financial literacy. Each member of the Committee shall be
independent within the meaning of National Instrument 52-110 – Audit Committees and
financially literate within the meaning of Applicable Laws.

4. Each member of the Committee shall be appointed by, and serve at the pleasure of, the Board.
The Board may fill vacancies in the Committee by appointment from among the members of
the Board.

Meetings

5. The Committee shall meet at least quarterly in each financial year of the Corporation. The
Committee shall meet otherwise at the discretion of the Chair, or a majority of the members
of the Committee, or as may be required by Applicable Laws.

6. A majority of the members of the Committee shall constitute a quorum. If within one hour of
the time appointed for a meeting of the Committee, a quorum is not present, the meeting shall
stand adjourned to the same hour on the next business day following the date of such meeting
at the same place. If at the adjourned meeting a quorum as hereinbefore specified is not
present within one hour of the time appointed for such adjourned meeting, such meeting shall
stand adjourned to the same hour on the second business day following the date of such
meeting at the same place. If at the second adjourned meeting a quorum as hereinbefore
specified is not present, then, at the discretion of the members then present, the quorum for
the adjourned meeting shall consist of the members then present (a “Reduced Quorum”).

7. If and whenever a vacancy shall exist in the Committee, the remaining members of the
Committee may exercise all powers and responsibilities of the Committee so long as a quorum
remains in office or a Reduced Quorum is present in respect of a specific Committee meeting.
Where a vacancy occurs at any time in the membership of the Committee, it may be filled by
the Board.
8. The Committee shall hold an in camera session without any officers present at each meeting
of the Committee, unless such a session is not considered necessary by the members
present.

9. The time and place at which meetings of the Committee are to be held, and the procedures
at such meetings, will be determined from time to time by the Chair. A meeting of the
Committee may be called by notice, which may be given by written notice, telephone,
facsimile, email or other electronic communication at least 48 hours prior to the time of the
meeting. However, no notice of a meeting shall be necessary if all of the members are present
either in person or by means of telephone or web conference or other communication
equipment, or if those absent waive notice or otherwise signify their consent to the holding of
such meeting.

10. Members may participate in a meeting of the Committee by means of telephone, web
conference or other communication equipment.

11. If the Chair of the Committee is not present at any meeting of the Committee, one of the other
members of the Committee present at the meeting shall be chosen by the Committee to
preside. The Chair (or other Committee member, as applicable) presiding at any meeting shall
not have a casting vote.

12. The Committee shall keep minutes of all meetings, which shall be available for review by the
Board. Except in exceptional circumstances, draft minutes of each meeting of the Committee
shall be circulated to the Committee for review within 14 days following the date of each such
meeting.

13. The Committee may appoint any individual, who need not be a member, to act as the
secretary at any meeting.

14. The Committee may invite such other directors, officers and employees of the Corporation
and such other advisors and persons as is considered advisable to attend any meeting of the
Committee. For greater certainty, the Committee shall have the right to determine who shall,
and who shall not, be present at any time during a meeting of the Committee.

15. Any matter to be determined by the Committee shall be decided by a majority of the votes
cast at a meeting of the Committee called for such purpose. Any action of the Committee may
also be taken by an instrument or instruments in writing signed by all of the members of the
Committee (including in counterparts, by facsimile or other electronic signature) and any such
action shall be as effective as if it had been decided by a majority of the votes cast at a meeting
of the Committee called for such purpose. In case of an equality of votes, the matter will be
referred to the Board for decision.

16. The Committee shall report its determinations and recommendations to the Board.

Resources and Authority

17. The Committee has the authority to:

(a) engage, at the expense of the Corporation, independent counsel and other experts or
advisors as is considered advisable;
-2-
 (b) determine and pay the compensation for any independent counsel and other experts and
advisors retained by the Committee;

(c) communicate directly with the independent auditor of the Corporation (the “Independent
Auditor”);

(d) conduct any investigation considered appropriate by the Committee;

(e) request the Independent Auditor, any officer or other employee of, or outside counsel for,
the Corporation to attend any meeting of the Committee or to meet with any members of,
or independent counsel or other experts or advisors to, the Committee; and

(f) have unrestricted access to the books and records of the Corporation.

Responsibilities

Financial Accounting, Internal Controls and Reporting Process

18. The Committee is responsible for:

(a) reviewing any management report on, and assessing the integrity of, the internal controls
over the financial reporting of the Corporation and monitoring the proper implementation
of such controls;

(b) reviewing and reporting to the Board on, or if mandated by the Board, approving the
quarterly unaudited financial statements, management’s discussion and analysis (the
“MD&A”), press release and other financial disclosure related thereto that is required to
be reviewed by the Committee pursuant to Applicable Laws;

(c) reviewing and reporting to the Board on the annual audited financial statements, the
MD&A, press release and other financial disclosure related thereto that is required to be
reviewed by the Committee pursuant to Applicable Laws;

(d) monitoring the conduct of the audit function;

(e) discussing and meeting with, when considered advisable to do so and in any event no
less frequently than annually, the Independent Auditor, the Chief Financial Officer (the
“CFO”) and any other officer or other employee of the Corporation which the Committee
wishes to meet with, to review accounting principles, practices, judgments of
management, internal controls and such other matters as the Committee considers
appropriate; and

(f) reviewing any post-audit or management letter containing the recommendations of the
Independent Auditor and management’s response thereto and monitoring the subsequent
follow-up to any identified weaknesses.

-3-
Public Disclosure

19. The Committee shall:

(a) review the quarterly and annual financial statements, the related MD&A, quarterly and
annual financial reporting press releases and any other public disclosure documents that
are required to be reviewed by the Committee pursuant to Applicable Laws;

(b) review and discuss with officers of the Corporation any guidance being provided on the
expected future results and financial performance of the Corporation and provide its
recommendations on such guidance to the Board; and

(c) review from time to time the procedures which are in place for the review of the public
disclosure by the Corporation of financial information extracted or derived from the
financial statements of the Corporation and periodically assess the adequacy of such
procedures.

Risk Management

20. The Committee should inquire of the officers and the Independent Auditor as to the significant
risks or exposures, both internal and external, to which the Corporation is subject, and review
the actions which the officers have taken to minimize such risks. In conjunction with the Board,
the Committee should annually review the financial risks associated with the directors’ and
officers’ third-party liability insurance and other insurance of the Corporation.

Corporate Conduct

21. The Committee should ensure that there is an appropriate standard of corporate conduct
relating to the internal controls and financial reporting of the Corporation.

22. The Committee should establish procedures for:

(a) the receipt, retention and treatment of complaints received by the Corporation regarding
accounting, internal accounting controls and auditing matters; and

(b) the confidential, anonymous submission by employees of concerns regarding

questionable accounting or auditing matters.

Code of Business Conduct and Ethics

23. With regard to the Code of Business Conduct and Ethics of the Corporation (the “Code”), the
Committee should:

(a) review from time to time and recommend to the Board any amendments to the Code and
monitor the policies and procedures established by the officers of the Corporation to
ensure compliance with the Code;

(b) review actions taken by the officers of the Corporation to ensure compliance with the
Code, the results of the confirmations and the responses to any violations of the Code;

-4-
 (c) following the receipt of any complaint submitted under the Code, the Committee shall
investigate each matter and take corrective disciplinary action, if appropriate, up to and
including termination of employment.

(d) if deemed appropriate by the Committee, investigations of suspected violations of the

Code may be referred to the Governance and Nominating Committee;

(e) monitor the disclosure of the Code, any proposed amendments to the Code and any
waivers to the Code granted by the Board;

(f) review the policies and procedures instituted to ensure that any departure from the Code
by a director or officer of the Corporation which constitutes a “material change” within the
meaning of Applicable Laws is appropriately disclosed in accordance with Applicable
Laws.

Independent Auditor

24. The Committee shall recommend to the Board, for appointment by shareholders, a firm of
external auditors to act as the Independent Auditor and shall monitor the independence and
performance of the Independent Auditor. The Committee shall arrange and attend, as
considered appropriate and at least annually, a private meeting with the Independent Auditor,
shall review and approve the remuneration of such Independent Auditor and shall ensure that
the Independent Auditor reports directly to the Committee.

25. The Committee shall ensure that the lead audit partner at the Independent Auditor is changed
every seven years.

26. The Committee should resolve any otherwise unresolved disagreements between the officers
of the Corporation and the Independent Auditor regarding the internal controls or financial
reporting of the Corporation.

27. The Committee should pre-approve all audit and non-audit services not prohibited by law,
including Applicable Laws, to be provided by the Independent Auditor. The Chair may, and is
authorized to, pre-approve non-audit services provided by the Independent Auditor up to a
maximum amount of $25,000 per engagement.

28. The Committee should review the audit plan of the Independent Auditor, including the scope,
procedures and timing of the audit.

29. The Committee should review the results of the annual audit with the Independent Auditor,
including matters related to the conduct of the audit.

30. The Committee should obtain timely reports from the Independent Auditor describing critical
accounting policies and practices applicable to the Corporation, the alternative treatment of
information in accordance with International Financial Reporting Standards that were
discussed with the CFO, the ramifications thereof and the Independent Auditor’s preferred
treatment and should review any material written communications between the Corporation
and the Independent Auditor.

-5-
31. The Committee should review the fees paid by the Corporation to the Independent Auditor
and any other professionals in respect of audit and non-audit services on an annual basis.

32. The Committee should review and approve from time to time the Corporation’s hiring policy
regarding partners, employees and former partners and employees of the present and any
former Independent Auditor.

33. The Committee should monitor and assess the relationship between the officers of the
Corporation and the Independent Auditor and monitor the independence and objectivity of the
Independent Auditor.

34. The Committee shall have the authority to engage the Independent Auditor to review the
unaudited interim financial statements of the Corporation.

Other Responsibilities

35. The Committee should review and assess from time to time the adequacy of this mandate
and submit any proposed amendments to the Board for consideration.

36. The Committee should perform any other activities consistent with this mandate and
Applicable Laws as the Committee or the Board considers advisable.

Chair

37. The Chair should:

(a) provide leadership to the Committee and oversee the functioning of the Committee;

(b) chair meetings of the Committee (unless not present), including in-camera sessions and
report to the Board following each meeting of the Committee on the activities and any
recommendations and decisions of the Committee and otherwise at such times and in
such manner as the Chair considers advisable;

(c) ensure that the Committee meets at least quarterly in each financial year of the
Corporation and otherwise as is considered advisable;

(d) in consultation with the Chairman of the Board (the “Chairman”), the Lead Director, if any,
and the members of the Committee, establish dates for holding meetings of the
Committee;

(e) set the agenda for each meeting of the Committee, with input from other members of the
Committee, the Chairman, the Lead Director, if any, and any other appropriate individuals;

(f) approve the expenses for the CEO;

(g) ensure that Committee materials are available to any director upon request;

(h) act as a liaison and maintain communication with the Chairman, the Lead Director, if any,
and the Board to co-ordinate input from the Board and to optimize the effectiveness of the
Committee;
-6-
(i) report annually to the Board on the role of the Committee and the effectiveness of the
Committee in contributing to the effectiveness of the Board;

(j) assist the members of the Committee to understand and comply with the responsibilities
contained in this mandate;

(k) foster ethical and responsible decision making by the Committee;

(l) review, together with the Board (unless responsibility is delegated to the Committee by
the Board), in advance of public release (i) any earnings guidance, and (ii), any press
release containing financial information based upon financial statements and
management’s discussion and analysis that has not previously been released;

(m) notify the sender and acknowledge receipt of a report within five business days under the
Code, or as soon as possible thereafter, except where a report was submitted on a
confidential, anonymous basis;

(n) consider complaints relating to accounting matters covered by the Policy, undertake an
investigation of the violation or suspected violation of the Policy as defined in the Policy
and promptly report to the Committee and the Board any complaint that may have material
consequences for the Corporation and, for each financial quarter of the Corporation, the
Chair should, with input from the Chairman, if applicable, report to the Committee and to
the Independent Auditor, the aggregate number, the nature and the outcome of the
complaints received and investigated under the Policy;

(o) Monitor complaints received through the Whistle Blower hotline service.

(p) together with the Governance and Nominating Committee, oversee the structure,
composition and membership of, and activities delegated to, the Committee from time to
time;

(q) ensure appropriate information is provided to the Committee by the officers of the
Corporation to enable the Committee to function effectively and comply with this mandate;

(r) ensure that appropriate resources and expertise are available to the Committee;

(s) ensure that the Committee considers whether any independent counsel or other experts
or advisors retained by the Committee are appropriately qualified and independent in
accordance with Applicable Laws;

(t) facilitate effective communication between the members of the Committee and the officers
of the Corporation and encourage an open and frank relationship between the Committee
and the Independent Auditor;

(u) attend, or arrange for another member of the Committee to attend, each meeting of the
shareholders of the Corporation to respond to any questions from shareholders that may
be asked of the Committee;

-7-
 (v) in the event a Chairman is not appointed by the Board at the first meeting of the Board
following the annual meeting of shareholders each year and the position of Chair of the
Governance and Nominating Committee is vacant, serve as the interim Chairman until a
successor is appointed; and

(w) perform such other duties as may be delegated to the Chair by the Committee or the Board
from time to time.

Approved: March 26, 2020

-8-
 26

SCHEDULE “D”
AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENT DISCUSSION AND
ANALYSIS FOR YEAR ENDED DECMBER 31, 2019

Page 26 of 26
 Media Central Corporation Inc.
(formerly IntellaEquity Inc.)

Audited Annual Consolidated Financial Statements

For the Years Ended December 31, 2019 and 2018
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)

December 31, 2019 and 2018

Table of Contents

Independent Auditor’s Report .............................................................................................................................................. 3-5

Consolidated Statements of Financial Position....................................................................................................................... 6

Consolidated Statements of Loss and Comprehensive Loss ................................................................................................. 7

Consolidated Statements of Changes in Equity...................................................................................................................... 8

Consolidated Statements of Cash Flows ................................................................................................................................ 9

Notes to the Consolidated Financial Statements ............................................................................................................. 10-48

Page 2
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
Media Central Corporation Inc.

Opinion

We have audited the consolidated financial statements of Media Central Corporation Inc. (formerly IntellaEquity Inc.) and
its subsidiaries (collectively, the “Group”), which comprise the consolidated statements of financial position as at
December 31, 2019, and the consolidated statements of loss and comprehensive loss, the consolidated statements of
changes in equity and the consolidated statements of cash flows for the year then ended, and notes to the consolidated
financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Group as at December 31, 2019, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”).

Basis for opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under
those standards are further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to
our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.

Material uncertainty related to going concern

We draw attention to note 2 in the consolidated financial statements, which indicates that the Group incurred a net loss of
$7,126 during the year ended December 31, 2019. As stated in note 2, these events or conditions, along with other
matters as set forth in note 2, indicate that a material uncertainty exists that may cast significant doubt on the Group’s
ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other information

Management is responsible for the other information. The other information comprises the information included in
Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and will not express any form of
assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated
financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we
have performed, we conclude that there is a material misstatement of this other information, we are required to report that
fact. We have nothing to report in this regard.

Page 3
Responsibilities of management and those charged with governance for the consolidated financial statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of
the consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Group’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.

Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Auditor’s responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s
internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue
as a going concern.

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the
disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

Page 4
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of
the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditor's report is Carlo Viola.

Fazzari + Partners
FAZZARI + PARTNERS LLP
Chartered Professional Accountants
Licensed Public Accountants

Vaughan, Ontario
May 8, 2020

Page 5
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Consolidated Statements of Financial Position
As at December 31, 2019 and 2018
(In thousands of Canadian dollars)

Note 2019 2018

$ $
Assets
Cash and cash equivalents 520 100
Trade and other receivables 14 505 -
Prepaid expenses and other 182 -
Current assets 1,207 100
Property, plant and equipment 15 395 -
Intangible assets and goodwill 16 1,730 -
Non-current assets 2,125 -
Total assets 3,332 100
Liabilities
Current liabilities
Accounts payable and accrued liabilities 20 421 -
Deferred income 49 -
Lease liability 19 107 -
Current liabilities 577 -
Lease liability 19 111 -
Total liabilities 688 -
Equity
Share capital 17 7,126 100
Contributed surplus 2,634 -
Deficit (7,116) -
Total equity 2,644 100
Total liabilities and equity 3,332 100
Going concern 2(A)
Contingencies and commitments 24
Subsequent events 26

Approved by the Board of Directors:

Brian Kalish Gil Steinfeld

Director Director

The notes are an integral part of these consolidated financial statements.

Page 6
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Consolidated Statements of Loss and Comprehensive Loss
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

Note 2019 2018

$ $
Continuing operations
Revenue 8(B) 166 -
Cost of sales 9(A) (47) -
Gross profit 119 -
Administrative expenses 9(A) (6,741) -
Selling and distribution expenses 9(A) (490) -
Operating loss (7,112) -
Finance costs 10 (4) -
Loss before taxes (7,116) -
Income taxes 13 - -
Loss and comprehensive loss for the year (7,116) -
Loss per share
Basic loss per share 11 (0.02) -
Diluted loss per share 11 (0.02) -

The notes are an integral part of these consolidated financial statements.

Page 7
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Consolidated Statements of Changes in Equity
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

Note Share Contributed

capital surplus Deficit Total

Balance, at January 1, 2018 and December 31, 2018 100 - - 100

Balance, at January 1, 2019 100 - - 100

Loss for the year - - (7,116) (7,116)
Equity-settled shared-based payment 9(A) - 2,634 - 2,634
Fair value of shares issued to former shareholders 17(E) 2,335 - - 2,335
Reverse takeover 17 4,085 - - 4,085
Private placement 17(D) 200 - - 200
Issue of shares for settlement of debt 17(F) 610 - - 610
Share issuance costs 17(G) (204) - - (204)
Balance, at December 31, 2019 7,126 2,634 (7,116) 2,644

The notes are an integral part of these consolidated financial statements.

Page 8
Media Central Corporation Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

Note 2019 2018

$ $
Cash flows used in operating activities
Loss for the year (7,116) -
Adjustments for:
– Depreciation and amortization 50 -
– Net financing costs and other 23 -
– Listing expenses 22(A) 2,325
– Equity-settled share-based payment transactions 2,634 -
(2,084) -
Changes in:
– Trade and other receivables (505) -
– Prepaid expenses and other (182) -
– Accounts payable and accrued liabilities 421 -
– Deferred income 49 -
Net cash used in operating activities (2,301) -
Cash flows from investing activities
Acquisition of subsidiary, net of cash acquired 23(A), 23(C) (1,971) -
Acquisition of property, plant and equipment 15(A) (3) -
Net cash used from investing activities (1,974) -
Cash flows from financing activities
Proceeds from issue of share capital 4,912 -
Transaction costs related to share capital 17(G) (204) -
Payment of lease liabilities 19 (9) -
Net cash from financing activities 4,699 -
Net increase (decrease) in cash and cash equivalents 424 -
Cash and cash equivalents, January 1 100 100
Effects of movements in exchange rates on cash held (4) -
Cash and cash equivalents, December 31 520 100
Supplementary cash flow information:
– Taxes paid - 9
– Interest paid 4 22

The notes are an integral part of these consolidated financial statements.

Page 9
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

1. Reporting entity

Media Central Corporation Inc. (formerly IntellaEquity Inc.) (“Media Central” or the “Company”) is domiciled in Toronto,
Ontario, Canada. The Company’s registered office is 27 Roytec Road, Unit D9, Woodbridge, Ontario, L4L 8E3. These
consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The
Group is primarily involved in acquiring and developing high-quality publishing assets.

IntellaEquity Inc. was incorporated under the Laws of the State of Delaware on October 13, 1999, and became a reporting
issuer of Alberta, British Columbia and Ontario on August 3, 2004. IntellaEquity was engaged in development, design,
manufacture and supply of systems using fiber optic sensors, relating monitoring instruments and software, as well as
installation and reporting of information on an outsourcing basis.

Prior to the transaction, IntellaEquity disposed of its subsidiaries Marcon International Inc. and Marcon International (USA)
Inc, and deconsolidated Fiber Optic Systems Technology (Canada), Inc. and PinPoint FOX-TEK Inc., as it no longer had
control over these subsidiaries due to their status of receivership. On July 26, 2019, IntellaEquity Inc. filed articles of
continuance out of the State of Delaware to the Province of Ontario, and completed a three-cornered amalgamation of its
wholly-owned subsidiaries, Paragon Blockchain, Numco with CannCentral, and filed articles of continuance out of the
State of Delaware. As a result of the transaction, CannCentral became a wholly owned subsidiary of IntellaEquity Inc.
Subsequent to the transaction, IntellaEquity changes its name to Media Central Corporation Inc., with its common shares
listed on the Canadian Securities Exchange under the symbol FLYY.

The transaction has been accounted for in accordance with IFRS 2, Share-based payments, whereby the transaction is
considered to be a reverse takeover by CannCentral Inc. A reverse takeover transaction involving a non-public operating
entity and a non-operating public company is in substance a share-based transaction rather than a business combination,
as a result CannCentral Inc. became a wholly-owned subsidiary of IntellaEquity Inc. For financial reporting purposes, the
Group is considered a continuation of CannCentral, the legal subsidiary, except with regard to the authorized and issued
share capital of IntellaEquity, the legal parent.

On November 8, 2019, Media Central listed it shares on the Frankfurt Stock Exchange under the symbol 3AT.

2. Basis of accounting

These consolidated financial statements have been prepared in accordance with International Financial Reporting
Standards (“IFRS”). They were authorized for issue by the Company’s board of directors on May 8, 2020.

Details of the Group’s accounting policies are included in Note 4.

A. Going concern

The consolidated financial statements have been prepared on a going concern basis, which assumes that the Group will
be able to continue operations for the foreseeable future and will be able to realize its assets and discharge its liabilities in
the normal course of business.

The Group has recognized net losses after tax of $7,126 for the year ended December 31, 2019 and as at that date,
accumulated deficit of $7,126. The Group has not yet been able to generate positive cash flows from operations, and it is
uncertain whether and when it will be able to generate sufficient cash flows to pay for its expenditures and settle its
obligations subsequent to December 31, 2019.

Page 10
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

2. Basis of accounting (Cont’d)

A. Going concern (Cont’d)

The Group is expected to undertake a review, which will include (but is not limited to) an assessment of:

– the financial performance of the Group against budget;

– the progress of compliance with regulatory requirements; and

– the progress of planned divestments and/or capital raisings to meet repayment requirements.

Management believes that obligations will be repaid from the proceeds of the Group’s of the debt financing described in
Note 26(A) which closed on February 21, 2020. and that the proceeds will be sufficient to meet the Group’s cash flow
requirements at that date. However there can be no assurances that the Group will be able to obtain further financing
especially in light of the impact that COVID-19 could have on the global financial markets as a whole (Note 26(D)).

Theses consolidated financial statements do not include any adjustments to the amounts and classification of assets and
liabilities that might be necessary should the Group be unable to continue operations.

Such adjustments may be material. If for any reason the Group is unable to continue as a going concern, then this could
have an impact on the Group’s ability to realize assets at their recognized values, in particular goodwill and other
intangible assets, and to extinguish liabilities in the normal course of business at the amounts stated in the consolidated
financial statements.

3. Functional and presentation currency

These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency.
All amounts have been rounded to the nearest thousand, unless otherwise indicated.

Page 11
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies

The Group has consistently applied the following accounting policies to all periods presented in these consolidated
financial statements.

Set out below is an index of the significant accounting policies, the details of which are available on the pages that follow.

A. Basis of consolidation 13

B. Foreign currency 13

C. Revenue from contracts with customers 14

D. Employee benefits 14

E. Finance income and finance costs 14

F. Income tax 15

G. Cash and cash equivalents 16

H. Inventories 16

I. Property, plant and equipment 16

J. Intangible assets and goodwill 17

K. Financial instruments 18

L. Share capital 21

M. Compound financial instruments 21

N. Impairment 22

O. Provisions 23

P. Leases 23

Q. Fair value measurement 25

R. Changes in accounting policies 25

Page 12
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

A. Basis of consolidation

i. Business combinations

Media Central accounts for business combinations using the acquisition method when control is transferred to the Group.
The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired.
Transaction costs are expensed as incurred.

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it is exposed to, or has the rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on
which control commences until the date on which control ceases.

iii. Non-controlling interests

Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the
date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity
transactions.

iv. Loss of control

When the Group loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any
related non-controlling interests and other components of equity. Any resulting gain or loss is recognized in profit or loss.
Any interest retained in the former subsidiary is measured at fair value when control is lost.

v. Transactions eliminated on consolidation

Intercompany balances and transactions, and any unrealized income and expenses arising from intercompany
transactions, are eliminated on consolidation.

B. Foreign currency

i. Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of each company of the Group
at the exchange rates at the dates of the transactions.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the report date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency
are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items
that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the
transaction. Foreign currency differences are generally recognized in profit or loss.

Page 13
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

B. Foreign currency (cont’d)

ii. Foreign operations

The assets and liabilities of foreign operations are translated into Canadian dollars at the exchange rates at the reporting
date. The income and expenses of foreign operations are translated into Canadian dollars at exchange rates at the date
of the transactions. All resulting exchange differences are reported as a separate component of other comprehensive
income. When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount
in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on
disposal.

C. Revenue from contracts with customers

Information about the Group’s accounting policies relating to contracts with customers is provided in Note 8(D).

D. Employee benefits

i. Short-term employee benefits

Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the amount
expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past
service provided by the employee and the obligation can be estimated reliably.

ii. Share-based payment arrangements

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally
recognized as an expense, with a corresponding increase in equity, over the vesting period of the awards. The amount
recognized as an expense is adjusted to reflect the number of awards for which the related service and non-market
performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of
awards that meet the related service and non-market performance conditions at the vesting date.

For share-based payment awards with non-vesting conditions, the grant-date fair value of share-based payment is
measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.

iii. Termination benefits

Termination benefits are expensed at the earlier of when the Group can no longer withdraw the offer of those benefits and
when the Group recognizes costs for a restructuring. If benefits are not expected to be settled wholly within 12 months of
the reporting date, they are discounted.

E. Finance income and finance costs

The Group’s finance income and finance costs include:

– interest income; and

– interest expense.

Page 14
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

E. Finance income and finance costs (cont’d)

Interest income or expense is recognized using the effective interest method. The ‘effective interest rate’ is the rate that
exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

– the gross carrying amount of the financial asset; or

– the amortized cost of the financial liability.

In calculating interest expense, the effective interest rate is applied to the gross carrying amount of the asset (when the
asset is not credit impaired) or to the amortized cost of the financial liability. However, for financial assets that have
become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest
rate to the amortized cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest
income reverts to the gross basis.

F. Income tax

Income tax expense comprises of current and deferred tax. It is recognized in profit or loss, or recognized outside profit or
loss if the tax relates to items recognized directly in equity or in other comprehensive income.

i. Current tax

Current tax comprises the expected amount payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable
is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if
any. It is
measured using the tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax
arising from dividends.

ii. Deferred tax

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:

– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss; and

– temporary differences related to investments in subsidiaries to the extent that the Group is able to control the
timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable
future.

Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the
extent that it is probable that future taxable profits will be available against which they can be used. If the amount of
taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted
for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in
the Group.

Page 15
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

F. Income tax (cont’d)

ii. Deferred tax (cont’d)

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realized.

Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become
probable that future taxable profits will be available against which they can be used.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse,
using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if
any.

The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and
liabilities are offset only if certain criteria are met.

G. Cash and cash equivalents

Cash and cash equivalents include cash on hand and, when applicable, short-term highly liquid deposits which are either
cashable or with original maturities of less than three months at the date of their acquisition.

H. Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the first-in,
first-out principle. In the case of manufactured inventories, cost includes an appropriate share of production overheads
based on normal operating capacity.

I. Property, plant and equipment

i. Recognition and measurement

Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, less
accumulated depreciation and any accumulated impairment losses. If significant parts of an item of property and
equipment have different useful lives, then they are accounted for as separate items (major components) of property and
equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in profit or loss.

ii. Subsequent expenditures

Subsequent expenditures are capitalized only if it is probable that future economic benefits with the expenditure will flow
to the Group.

Page 16
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

I. Property, plant and equipment (cont’d)

iii. Depreciation

Depreciation is calculated to write off the cost of items of property and equipment less their estimated residual values
using the straight-line method over their estimated useful lives and is generally recognized in profit or loss.

The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:

– computer equipment: 3 years

– furniture and fixtures: 5-10 years

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted, if appropriate.

J. Intangible assets and goodwill

i. Recognition and measurement

Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated
impairment losses.
Research and Expenditure on research activities is recognized in profit or loss as incurred.
development
Development expenditure is capitalized only if the expenditure can be measured reliably,
the product or process is technically and commercially feasible, future economic benefits
are probable and the Group intends to and has sufficient resources to complete
development and to use or sell the asset. Otherwise, it is recognized in profit or loss as
incurred. Subsequent to initial recognition, development expenditure is measured at cost
less accumulated amortization and any accumulated impairment losses.
Other intangible assets Other intangible assets, including customer relationships, patents and trademarks, that are
acquired by the Group and have a finite useful lives are measured at cost less
accumulated amortization and any accumulated impairment losses.

ii. Subsequent expenditures

Subsequent expenditures are capitalized only when it increases the future economic benefits embodied in the specific
asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, is
recognized in profit or loss as incurred.

iii. Amortization

Amortization is calculated to write-off the cost of intangible assets less their estimated residual value using the straight-
line method over their estimated useful lives and is generally recognized in profit or loss. Goodwill is not amortized.

The estimated useful lives for current and comparative periods are as follows:

Page 17
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

J. Intangible assets and goodwill (cont’d)

iii. Amortization (cont’d)

– patents and trademarks: 3-20 years

– customer relationships: 5 years

K. Financial instruments

i. Recognition and initial measurement

Financial assets and financial liabilities are recognized on the consolidated statements of financial position when Group
becomes party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at
fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities,
as appropriate.

Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit
or loss are recognized immediately in profit or loss.

ii. Classification and subsequent measurement

Financial assets – Policy

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other
comprehensive income (“FVOCI”) – debt investment; FVOCI – equity investment; or fair value through profit or loss
(“FVTPL”).

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model
for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first
reporting period following the change in the business model.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as
FVTPL:

– it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

– its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.

Page 18
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

K. Financial instruments (cont’d)

ii. Classification and subsequent measurement (cont’d)

Financial assets – Policy

Financial assets measured at amortized cost include cash and cash equivalents and trade and other receivables.

A financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:

– it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets; and

– its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present
subsequent changes in the investment’s fair value in OCI. This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL.
This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial
asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as FVTPL if doing so
eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets that are held for
trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.

Financial assets – Business model assessment

The Group assesses the objective of the business model in which a financial asset is held at a portfolio level, because this
best reflects the way the business is managed, and information is provided to management. The information considered
includes:

– the stated policies and objectives for the portfolio and the operation of those policies in practice. These include
whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest
rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash
outflows;

– how the performance of the portfolio is evaluated and reported to the Group’s management;

– the risks that affect the performance of the business model (and the financial assets held within that business
model) and how those risks are managed;

– how managers of the business are compensated – e.g. whether compensation is based on the fair value of the
assets managed or the contractual cash flows collected; and

– the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and the
expectations of future sales activity.

Page 19
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

K. Financial instruments (cont’d)

ii. Classification and subsequent measurement (cont’d)

Financial assets – Subsequent measurement and gains and losses

Financial assets at These assets are subsequently measured at fair value. Net gains and losses, including
FVTPL any interest or dividend income, are recognised in profit or loss.
Financial assets at These assets are subsequently measured at amortized cost using the effective interest
amortized cost method. The amortized cost is reduced by impairment losses. Interest income, foreign
exchange gains and losses and impairment are recognized in profit or loss. Any gain or
loss on derecognition is recognized in profit or loss
Debt investments at These assets are subsequently measured at fair value. Interest income calculated using
FVOCI the effective interest method, foreign exchange gains and losses and impairment are
recognized in profit or loss. Other net gains and losses are recognized in OCI. On
derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at These assets are subsequently measured at fair value. Dividends are recognized as
FVOCI income in profit or loss, unless the dividend clearly represents a recovery of part of the
cost of the investment. Other net gains and losses are recognized in OCI and are never
reclassified to profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it
is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at
FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or
loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest
expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also
recognized in profit or loss.

Financial liabilities measured at amortized cost include accounts payable and accrued liabilities and lease liability.

iii. Derecognition

Financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or
it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and
rewards of ownership of the financial asset are transferred or in which the Group does not retain substantially all of the
risks and rewards of ownership and it does not retain control of the financial asset.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales
for the purpose, consistent with the Group’s continuing recognition of the assets.

Page 20
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

K. Financial instruments (cont’d)

Financial liabilities

The Group derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. The
Group also derecognizes a financial liability when its terms are modified and the cash flows or the modified liability are
substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration
paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

iv. Offsetting

Financial assets and financial liabilities are offset and the net amount presented on the consolidated statements of
financial position, only when the Group has a legally enforceable right to offset the amounts and it intends either to settle
them on a net basis or to realize the asset and settle the liability simultaneously.

L. Share capital

Incremental costs directly attributable to the issuance of ordinary shares are recognized as a deduction from equity.
Income tax relating to transaction costs of equity transactions is accounted for in accordance with IAS 12 (see Note 4(F)).

M. Compound financial instruments

Compound financial instruments issued by the Group comprise convertible notes that can be converted to units which
comprise of common shares plus one purchase warrant at the option of the holder, when the number of shares to be
issued is fixed and does not vary with changes in fair value.

The liability component of compound financial instruments is initially recognized at fair value of a similar liability that does
not have an equity conversion option. The equity component is initially recognized at the difference between the fair value
of the compound financial instrument as a whole and the fair value of the liability component.

Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial
carrying amounts.

Subsequent to initial recognition, the liability component of a compound financial instrument is measured at amortized
cost using the effective interest method. The equity component of a compound financial instrument is not remeasured.

Interest related to the financial liability is recognized in profit or loss. On conversion, the financial liability is reclassified to
equity and no gain or loss is recognized.

Page 21
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

N. Impairment

i. Non-derivative financial assets

Financial instruments and contract assets

The Group recognizes loss allowances for expected credit losses (“ECLs”) on:

– financial assets measured at amortized cost; and

– contract assets.

Loss allowances for trade receivables and contract assets are measured at an amount equal to the lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when
estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s
historical experience and informed credit assessment, including forward-looking information.

The Group assumes that the credit risk on a financial asset has increase significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when:

– the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group; or

– the financial asset is more than 90 days past due.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.

The maximum period considered when estimated ECLs is the maximum contractual period over which the Group is
exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering
a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of writing off the gross
carrying amount when the financial asset is 180 days past due based on historical experience of recoveries of similar
assets. The Group expects no significant recovery from the amount written off. However, financial assets that are written
off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts
due.

Page 22
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

N. Impairment (cont’d)

ii. Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets to determine whether there is
any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash-generating units (“CGUs”).
Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from
the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in
use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment
losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to
the CGU, and then to reduce the carrying amount of the other assets in the CGU on a pro-rata basis. An impairment loss
in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognized.

O. Provisions

Provisions are recognized when present (legal or constructive) obligations as a result of a past event will lead to a
probable outflow of economic resources and amounts can be estimated reliably. Provisions are measured at
management’s best estimate of the expenditure required to settle the present obligation, based on the most reliable
evidence available at the reporting date, including the risks and uncertainties associated with the present obligation.

The Group performs evaluations to identify onerous contracts and, where applicable, records provisions for such
contracts. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those
cases where the possible outflow of economic resources as a result of present obligations is considered remote, no
liability is recognized.

P. Leases

At the inception of a contract, the Group assess whether the contract is, or contains, a lease. A contract is, or contains, a
lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group
assesses whether:

– the contract involves the use of an identified asset – this may be specified explicitly or implicitly, should be
physically distinct or represent substantially all of the capacity of a physically distinct asset. If the supplier has a
substantive substitution right, then the asset is not identified;

Page 23
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

P. Leases (cont’d)

– the Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout
the period of use; and

– the Group has the right to direct the use of the asset. The Company has this right when it has the decision-making
rights that are most relevant to changing how and for what purpose the asset is used. In rare cases where the
decision about how and for what purposes the asset is used is predetermined, the Company has the right to direct
the use of the asset if either:

– the Group has the right to operate the asset; or

– the Group designed the asset in a way that predetermines how and for what purpose it will be used.

i. The Group as a lessee

The Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made
at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and
remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives
received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-
of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s
incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise the following:

– fixed payments, including in-substance fixed payments;

– variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;

– amounts expected to be payable under a residual value guarantee; and

– the exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an
optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early
termination of a lease unless the Group is reasonably certain not to terminate early.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of

Page 24
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

P. Leases (cont’d)

i. The Group as a lessee (cont’d)

the amount expected to be payable under a residual value guarantee, or if the Group changes its assessment of whether
it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The Group presents right-of-use assets in ‘property, plant and equipment’ in the consolidated statements of financial
position.

Short-term leases and leases of low-value assets

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases of machinery that
have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The Group recognizes the
lease payments associated with these leases as an expense on a straight-line basis over the lease term.

Q. Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date in the principal or, in its absence, the most advantageous market to
which the Group has access at that date. The fair value of a liability reflects its non-performance risk.

A number of the Group’s accounting policies and disclosures require the measurement of fair values, both for financial
and non-financial assets and liabilities.

When one is available, the Group measures the fair value of an instrument using the quoted price in an active market for
that instrument. A market is regarded as ‘active’ if transactions for the asset or liability take place with sufficient frequency
and volume to provide pricing information on an ongoing basis.

If there is no quoted price in an active market, then the Group uses valuation techniques that maximise the use of relevant
observable inputs and minimise the use of unobservable inputs. The chosen valuation technique incorporates all of the
factors that market participants would take into account in pricing a transaction.

R. Changes in accounting policies

IFRS 16, Leases (“IFRS 16”)

The Group adopted IFRS 16 on its effective date of January 1, 2019, retrospectively with no restatement of comparative
periods. IFRS 16 replaces IAS 17, Leases (IAS 17). The most significant effect of the new standard is the lessee’s
recognition of the initial present value of unavoidable future lease payments as lease assets and lease liabilities on the
consolidated statements of financial position. Leases with durations of 12-months or less and leases of low value assets
are both exempted. The measurement of the total lease expense over the term of the lease will be unaffected by the new
standard, however, there will be a timing difference of the lease expense recognition being accelerated for leases which
were previously accounted for under IAS 17 as operating leases.

Page 25
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

4. Significant accounting policies (cont’d)

R. Changes in accounting policies (cont’d)

IFRS 16, Leases (“IFRS 16”) (Cont’d)

The presentation on the statement of loss and comprehensive loss required by IFRS 16 will result in most lease expenses
being presented as amortization of lease assets and financing costs arising from lease liabilities, rather than being
included in goods and services purchased.

IASB Annual Improvements 2015-2017 Cycle (Issued in December 2017)

In December 2017, the IASB issued amendments to four standards IFRS 3, Business Combinations (“IFRS 3”), IFRS 11,
Joint Arrangements (“IFRS 11”), IAS 12, Income Taxes (“IAS 12”), and IAS 23, Borrowing Costs (“IAS 23”). These
amendments became effective on January 1, 2019. The implementation of these standards did not have a significant
impact on the Group’s consolidated financial statements.

IFRIC 23, Uncertainty over Income Tax Treatment (“IFRIC 23”)

In June 2017, the IASB issued amendments as clarification to the requirements under IAS 12, Income Taxes. IFRIC 23
clarifies the application of various recognition and measurement requirements when there is uncertainty over income tax
treatments. The amendments became effective on January 1, 2019. The amendments did not have a significant impact on
the Group’s consolidated financial statements.

5. Use of judgments and estimates

In preparing these consolidated financial statements, management has made judgments and estimates that affect the
application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized
prospectively.

A. Judgments

Information about judgments made in applying accounting policies that have the most significant effect on the amounts
recognized in the consolidated financial statements is included in the following notes:

– Notes 22 and 23 – consolidation: whether the Group has de facto control over an investee.

Page 26
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

5. Use of judgments and estimates (cont’d)

B. Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment to the carrying amount of assets and liabilities in the next year is included in the following notes:

– Note 13 – recognition of deferred tax assets: availability of future taxable profit against which deductible
temporary differences and tax losses carried forward can be utilized.

– Note 16(B) – impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts.

– Note 4(O) – recognition and measurement of provisions and contingencies: key assumptions about the likelihood
and magnitude of an outflow of resources.

– Note 12(B) – valuation of share-based payment arrangements: key assumptions used to measure the fair value of
the Group’s share-based payment arrangements.

i. Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial
and non-financial assets and liabilities.

The finance team regularly reviews significant unobservable inputs and valuation adjustments. If third party information,
such as a broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the
evidence obtained from third parties to support the conclusion of these valuations meet the requirements of the
Standards, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation
issues are reported to the Group’s audit committee.

When measuring the fair value of an asset or liability, the Group uses observable market data as far as possible. Fair
values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques
as follows:

– Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).

– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then
the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement.

The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which
the change has occurred.

Page 27
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

5. Use of judgments and estimates (cont’d)

B. Assumptions and estimation uncertainties (cont’d)

Further information about assumptions made in measuring fair values is included in the following notes:

– Note 12 – share-based payment arrangements.

– Note 21 – financial instruments

– Note 23 – acquisition of a subsidiary.

6. Future accounting pronouncements

The Group monitors the potential changes proposed by the IASB and analyzes the effect that changes in the standards
may have on the Group’s operations. Standards issued but not yet effective up to the date of issuance of these
consolidated financial statements are described below.

This description is of the standards and interpretations issued that the Group reasonably expects to be applicable at a
future date. The Group intends to adopt these standards when they become effective.

IAS 1, Presentation of Financial Statements (“IAS 1”)

In January 2010, the IASB issued amendments to IAS 1, Presentation of Financial Statements to clarify that the
classification of liabilities as current or non-current should be based on rights that are in existence at the end of the
reporting period and is unaffected by expectations about whether or not an entity will exercise their right to defer
settlement of a liability. The amendments further clarify that settlement refers to the transfer to the counterparty of cash,
equity instruments, other assets or services. The amendments are effective for annual reporting periods beginning on or
after January 1, 2022 and must be applied retrospectively.

The Group is currently evaluating the impact of these amendments on its consolidated financial statements and will apply
the amendments from the effective date.

Amendments to IFRS 3, Business Combinations (“IFRS 3”) – Definition of a Business

In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 to help entities determine whether
an acquired set of activities and assets is a business or not. The amendments clarify the minimum requirements for a
business, removed the assessment of whether market participants are capable of replacing any missing elements, added
guidance to help entities assess whether an acquired process is substantive, narrowed the definitions of a business and
of outputs, and introduced an optional fair value concentration test.

The amendments are effective January 1, 2020, with early adoption permitted. The amendments are applied prospectively
to transactions or other events that occur on or after the date of first application and are not expected to have a significant
impact on the Group’s consolidated financial statements.

Page 28
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

6. Future accounting pronouncements (Cont’d)

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) and IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors (“IAS 8”) – Definition of Material

In October 2018, the IASB issued amendments to IAS 1 and IAS 8 to align the definition of “material” across the
standards and to clarify certain aspects of the definition. The new definition states that, “Information is material if omitting,
misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose
financial statements make on the basis of those financial statements, which provide financial information about a specific
reporting entity.” These amendments are effective January 1, 2020. The amendments to the definition of material are not
expected to have a significant impact on the Group’s consolidated financial statements.

7. Operating segments

A. Basis for segmentation

In measuring its performance, the Group does not distinguish or group its operations on a geographical or on any other
basis, and accordingly has a single reportable operating segment. Management has applied judgment by aggregating its
operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of
the operations, and an expectation of operating segments within a reportable segment, which have similar long-term
economic characteristics.

The Group’s Chief Executive Officer is the chief operating decision maker, and regularly reviews operations and
performance on an aggregated basis. The Group does not have any significant customers or any significant groups of
customers.

8. Revenue

A. Revenue streams

The Group generates its revenue streams primarily from advertising to its customers (see (D)). Other sources of revenue
include advertising revenue and other immaterial amounts.

B. Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by primary geographical market, major
products and service lines and timing of revenue recognition.

2019 2018
$ $
Primary geographic markets
Canada 166 -
US - -
166 -

Page 29
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

8. Revenue (Cont’d)

B. Disaggregation of revenue from contracts with customers (Cont’d)

2019 2018
$ $
Major products/service lines
Advertising 166 -
Other - -
166 -
Timing of revenue recognition
Products transferred at a point in time - -
Products and services transferred over time 166 -
Revenue from contracts with customers 166 -
Other - -
Revenue, as reported 166 -

C. Contract balances

The following table provides information about receivables from contracts with customers.

2019 2018
$ $

Receivables, which are included in trade and other receivables 266 536
Contract liabilities - -

D. Performance obligations and revenue recognition policies

The following table provides information about the nature and timing of the satisfaction of performance obligations in
contracts with customers, including significant payment terms, and the related revenue recognition policies.

Nature and timing of satisfaction of

performance obligations, including
Type of product/service significant payment terms Revenue recognition policies
Advertising When advertisements are published in Revenue is recognized over time as the
newspapers or placed on digital platforms, Group provides promised services to
or with respect to certain digital advertising, customers.
based on volume, rate and mix of
advertising.
Proceeds from advertising are deferred at
the time of sale and recognized pro-rata
based on the terms of the subscription.
Payment is typically upfront and recognized
ratably over the subscription period. Invoices
are generally paid within 30 days.

Page 30
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

8. Revenue (Cont’d)

D. Performance obligations and revenue recognition policies (Cont’d)

Nature and timing of satisfaction of

performance obligations, including
Type of product/service significant payment terms Revenue recognition policies

Other Other revenues consist of licensing, live Revenue is recognized when a

events or retail commerce. Invoices are performance obligation is satisfied by
generally paid within 30 days. transferring the promised goods or services
to the customer, which is generally when
the customer has the ability to direct the
use and/or obtain substantially all the
benefits of an asset.

9. Expenses

A. Expenses by nature

Note 2019 2018

$ $

Listing expenses 22(A) 2,594 -

Stock-based compensation 2,634 -
Professional fees 1,031 -
Advertising and promotion 490 -
Salaries and benefits 265 -
Office and general 53 -
Depreciation and amortization 50 -
Travel 46 -
Dues and subscriptions 36 -
Printing costs 31 -
Rent 28 -
Shipping costs 15 -
Insurance 5 -
Total cost of sales, selling and distribution
and administrative expenses 7,278 -

Page 31
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

10. Finance costs

2019 2018
$ $

Interest income - -
Interest expense 4 -
Net finance costs recognized in profit or loss 4 -

11. Loss per share

A. Basic loss per share and diluted loss per share

The calculation of basic loss per share has been based on the following loss attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding.

The calculation of diluted loss per share has been based on the following profit attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive potential ordinary
shares.

A. Weighted-average number of ordinary shares (basic)

2019 2018

Issued common shares at January 1, - -

Effect of shares issued to former Media Central shareholders 36,370 -
Effect of shares issued for reverse acquisition 247,741 -
Effect of issuance of shares relating to private placement 1,448 -
Weighted-average number of ordinary shares at December 31, 285,559 -

B. Weighted average number of ordinary shares (diluted)

2019 2018

Weighted-average number of ordinary shares (basic) 285,559 -

Effect of stock-options on issue - -
Effect of warrants on issue - -
Weighted-average number of ordinary shares (diluted) at December 31, 285,559 -

The weighted average number of ordinary shares (diluted) does not include the effect of 24,650 stock options and
163,914 warrants outstanding as they are anti-dilutive.

Page 32
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

12. Share-based payment arrangements

A. Description of share-based payment arrangements

At December 31, 2019, the Group had the following share-based payment arrangements.

i. Stock-option program (equity-settled)

On June 30, 2004, the Group established a stock-option plan that entitles key management personnel, employees,
directors, and certain consultants the option to purchase common shares of Media Central. Under the stock-option plan,
holders of vested options are entitled to purchase shares based on the exercise price determined at the grant date.

The key terms and conditions related to the grants are as follows; all options are to be settled by physical delivery of
shares.
Weighted- Remaining
Number of average contractual
Grant date / employees instruments in exercise life of
entitled thousands Vesting conditions price options
Options granted to key
management personnel
On October 28, 2019 15,000 Vesting on grant date $0.08 5 years
Options grants to directors
On January 17, 2017 1,150 Vesting equally over three years $1.00 5 years
On October 28, 2019 2,250 Vesting on grant date $0.08 5 years
Option grants to employees
and consultants
On October 28, 2019 6,250 Vesting on grant date $0.08 5 years
24,650

ii. Warrants (equity-settled)

The Group issues warrants in connection with its private placement and to the Group’s consultant, which entitle the
holders to purchase common shares of the Group.

The key terms and conditions related to the warrants are as follows; all warrants are to be settled by physical delivery of
shares.

Weighted- Remaining
Number of average contractual
instruments in exercise life of
Date of issuance thousands Type of issuance price warrants
On July, 2015 2,020 Reverse takeover $0.70 1 year
On July, 2015 994 Reverse takeover $0.10 1 year
During March, 2019 120,000 Private placement (Note 17(D)) $0.10 1 year
On June 5, 2019 39,400 Private placement (Note 17(D)) $0.30 1 year
On December 20, 2019 1,500 Broker warrants (Note 12(D)(i)) $0.70 1 year
163,914

Page 33
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

12. Share-based payment arrangements (cont’d)

B. Measurement of fair values

i. Stock-option program (equity-settled)

The fair value of stock options have been measured using the Black-Scholes option-pricing model. Service and non-
market performance conditions attached to these arrangements were not taken into account in measuring fair value.

The inputs used in the measurement of the fair values are as follows:

2019
Fair value $ 0.063
Share price $ 0.070
Exercise price $ 0.123
Expected volatility (weighted-average) 150%
Expected life (weighted-average, in years) 4.70
Expected dividends –%
Risk-free interest rate (based on government bonds) 1.69%

Expected volatility has been based on evaluation of historical volatility of share price, particularly over the historical period
commensurate with the expected term.

ii. Warrants (equity-settled)

The fair value of warrants have been measured using the Black-Scholes option-pricing model. Service and non-market
performance conditions attached to these arrangements were not taken into account in measuring fair value.

The inputs used in the measurement of the fair values are as follows:

2019
Fair value $ 0.013
Share price $ 0.070
Exercise price $ 0.155
Expected volatility (weighted-average) 150%
Expected life (weighted-average, in years) 0.71
Expected dividends –%
Risk-free interest rate (based on government bonds) 1.69%

Expected volatility has been based on evaluation of historical volatility of share price, particularly over the historical period
commensurate with the expected term.

Page 34
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

12. Share-based payment arrangements (cont’d)

C. Reconciliation of outstanding stock-options

Weighted-
Number average
of options exercise price

Granted during 2017 to former IntellaEquity directors 1,150 $ 1.000

Granted during the year 23,500 $ 0.063
Outstanding, December 31, 2019 24,650 $ 0.063
Exerciseable, December 31, 2019 24,650 $ 0.063

D. Reconciliation of outstanding warrants

Number Weighted-
of average
Note warrants Value exercise price
$ $

Issue of warrants related to reverse takeover 159,400 1,468 0.15

Issue of warrants formerly in IntellaEquity Inc. 3,014 - 0.15
Issue of broker warrants (i) 1,500 15 0.07
Balance, December 31, 2019 163,914 1,483 0.37

(i) On December 19, 2019, the Group issued warrants 1,500 broker warrants for services to consultants of the Group
at a weighted average exercise price of $0.07 per warrant.

E. Expense recognized in profit or loss

For details of the related employee benefit expenses, see Note 9(A).

13. Income taxes

A. Income tax expense

The following table reconciles the income taxes calculated at the combined Canadian federal and provincial tax rates with
the income tax expense as recognized in the statements of loss and comprehensive loss.

Page 35
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

13. Income taxes (Cont’d)

A. Income tax expense (Cont’d)

2019 2018
$ $

Loss before income taxes (7,116) -

Statutory rate 26.50% 26.50%
Expected tax recovery (1,886) -
Increase (decrease) in income tax expense due to:
Non-deductible items 411 -
Property, plant and equipment 18 -
Intangible assets and goodwill (2) -
Loss carryforwards not recognized 1,459 -
- -

B. Deferred taxes

The temporary differences that give rise to deferred income tax assets and liabilities are presented below:

2019 2018
$ $

Non-capital loss carryforwards 1,459 -

Less: amount not recognized (1,459) -
- -

C. Tax losses carried forward

The Group has non-capital loss carryforwards for income tax purposes of $5,500 (2018: $nil), which may be available to
reduce taxable income in future years. The potential benefit of these losses have not been recognized in the consolidated
financial statements as deferred income tax assets.

Page 36
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

14. Trade and other receivables

Information about the Group’s exposure to credit and market risks and impairment losses for trade receivables is included
in Note 21(C).

2019 2018
$ $

Trade receivables 266 -

Less: allowance for trade receivables (3) -
Indirect taxes recoverable 242 -
505 -

15. Property, plant and equipment

A. Reconciliation of carrying amount

Right-of-use Computer Furniture and

Note assets equipment fixtures Total
$ $ $ $
Cost
Balance at December 31, 2018 - - - -
Acquisition 23(C) 80 121 201
Adoption of IFRS 16 4(R) 224 - - 224
Additions 23(C) - 3 - 3
Balance at December 31, 2019 224 83 121 428
Accumulated depreciation
Balance at December 31, 2018 - - - -
Depreciation 9 11 13 33
Balance at December 31, 2019 9 11 13 33
Carrying amounts
At December 31, 2018 - - - -
At December 31, 2019 215 72 108 395

Page 37
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

16. Intangible assets and goodwill

See accounting policy in Note 4(J).

A. Reconciliation of carrying amount

Customer Patents and

Note Goodwill relationships trademarks Total
$ $ $ $

Cost
Balance at December 31, 2018 - - - -
Additions 23(C), 23(D) 1,558 141 47 1,746
Balance at December 31, 2019 1,558 141 47 1,746
Accumulated amortization
Balance at December 31, 2018 - - - -
Amortization - 14 2 16
Balance at December 31, 2019 - 14 2 16
Carrying amounts
At December 31, 2018 - - - -
At December 31, 2019 1,558 127 45 1,730

B. Impairment testing for CGUs containing goodwill

For the purposes of impairment testing, goodwill has been allocated to the Group’s CGUs (operational divisions) as
follows:

The recoverable amount of this CGU was based on fair value less costs of disposal, estimated using discounted cash
flows. The key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to
the key assumptions represent management’s assessment of future trends in the relevant industries and have been
based on historical data from both external and internal sources.

2019
Discount 15.98%
Terminal value growth rate 2.00%
Budgeted growth rate (average of next five years) 12.30%

The discount rate was a post-tax measure estimated based on the Group’s weighted-average cost of capital of 15.98%,
experienced through completed historical, as well as prospective, external financing transactions. The cash flow
projections included specific estimates for five years and a terminal growth rate thereafter.

The terminal growth rate was determined based on management’s estimate of the long-term compound growth rate,
consistent with the assumptions that a market participant would make. Budgeted growth rate was estimated considering
management’s experience.

Page 38
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

17. Capital and reserves

A. Authorized

Unlimited Common shares, voting, non-cumulative, issuable in series with rights, privileges, restrictions and
conditions determined by the directors and officers of the Group.

B. Issued and outstanding

Number of
Note shares Amount
$
Share capital of CannCentral Inc.
Balance, January 1, 2018 and December 31, 2018 1,000 100
Issuance of Class A shares for services 17(C) 224,999 1,125
Issuance of Class B shares 17(D) 117,500 1,271
Issuance of Class C shares 17(D) 40,150 1,589
383,649 4,085
Adjusted on reverse acquisition 17(B)(i), 17(E) (383,649) (4,085)
Balance, October 28, 2019 - -

Share capital of Media Central Corporation Inc.

Fair value of shares issued to former shareholders 17(E) 37,866 2,335
Shares issued for reverse acquisition 17(B)(i), 17(E) 270,149 4,085
Private placement 17(D) 2,500 200
Shares issued for settlement of debts 17(F) 5,714 710
Share issuance costs 17(G) - (204)
Balance, December 31, 2019 316,229 7,126

(i) Prior to the reverse takeover, the Group consolidated its certain of its common shares on a basis of two (2)
shares for (1) post consolidated share.

C. Shares for services

On March 1, 2019, the Group issued 224,999 common shares to the Chief Executive Officer for services performed. The
fair value of these shares received was $1,125 and were issued at a price of $0.005 per share in payment for these
services.

Page 39
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

17. Capital and reserves (Cont’d)

D. Private placements

On March 20, 2019, the Group completed a private placement of 117,500 units at $0.02 per unit for gross proceeds of
$2,350. Each unit consisted of one former Class B common share and one purchase warrant to acquire a further former
Class B common share at $0.10 per share. The warrants were allocated a fair value of $1,063 using the inputs and
assumptions as per Note 12(B)(ii).

On August 2, 2019, the Group completed a private placement of 40,150 units at $0.05 per unit for gross proceeds of
$2,007. Each unit consisted of one former Class C common share and one purchase warrant to acquire a further former
Class C common share at $0.30 per share. The warrants were allocated a fair value of $418 using the inputs and
assumptions as per Note 12(B)(ii).

On October 30, 2019, Media Central completed a private placement of 2,500 common shares at $0.08 per share for
settlement of the financial obligations of the Group for $200, in aggregate.

E. Reverse takeover

As a result of the reverse takeover under IFRS, increased share capital of the Group by the fair value of equity relating to
former IntellaEquity shares.

F. Shares for settlement of debts

During the year, the Group incurred costs with respect to the reverse takeover which were settled through issuance of
5,714 common shares for $710, in aggregate.

G. Issuance costs

Issuance costs of $204 for the year ended December 31, 2019, associated with the issuance of shares have been offset
against share capital on the consolidated statements of financial position.

18. Capital management

The Group’s defines capital as its equity. The Group’s objective when managing capital is:

– to safeguard the ability to continue as a going concern, so that it can continue to provide returns to shareholders
and benefits to other stakeholders; and
– to provide adequate return to shareholders by obtaining an appropriate amount of financing commensurate with
the level of risk.

The Group sets the amount of capital in proportion to the risk. The Group manages its capital structure and makes
adjustments in light of changes in economic conditions and the characteristic risk of underlying assets. In order to
maintain or adjust the capital structure, the Group may repurchase shares, return capital to shareholders, issue new
shares or sell assets to reduce debt. Media Central’s objective is met by retaining adequate liquidity so that cash flows
from its assets will be sufficient to meet operational, investing and financing requirements. There have been no changes
to the Group’s capital management policies during the years ended December 31, 2019 and 2018.

Page 40
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

19. Leases

Present value
Future of minimum
minimum lease lease payments
payments Interest 2019
$ $ $

Less than one year 118 11 107

Between one and five years 118 7 111
More than five years - - -
236 18 218

Interest expense on the lease liability of $1 (2018 - $Nil) is included in finance costs on the consolidated statements of
loss and comprehensive loss.

20. Accounts payable and accrued liabilities

See accounting policy in Note 4(K)(ii).

2019 2018
$ $

Trade payables 279 -

Accrued expenses 131 -
Indirect taxes payable 11 -
421 -

21. Financial instruments – Fair values and risk management

A. Accounting classifications and fair values

The Group has exposure to the following risks arising from financial instruments:

– credit risk (see (C)(ii));

– liquidity risk (see (C)(iii)); and

– market risk (see (C)(iv)).

i. Risk management framework

The Group’s activity exposes it to a variety of financial risks, including credit risk, liquidity risk and market risk. These
financial risks are managed by the Group under policies approved by the Board of Directors.

Page 41
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

21. Financial instruments – Fair values and risk management (Cont’d)

A. Accounting classifications and fair values (Cont’d)

i. Risk management framework (Cont’d)

The principal financial risks are actively managed by the Group’s finance department, while the Board approved policies
and guidelines. On an ongoing basis, the finance department actively monitors the market conditions, with a view of
minimizing exposure of the Group to changing market factors, while at the same time limiting the funding costs.

The Group’s audit committee oversees how management monitors compliance with the risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group.

ii. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from the Group’s receivables from customers and cash and cash
equivalents. The Group’s contracts exclusively with reputable and credit-worthy partners.

The carrying amount of financial assets and contract assets represents the maximum credit exposure.

Accounts receivable

The Group’s exposure to credit risk is mainly influenced by the characteristics of each customer. However, management
also considers other factors which may influence the credit risk of the customer base, including the default risk associated
with the industry and the country in which the customers operate.

The Group uses an allowance matrix to measure the ECLs of trade receivables from individual customers, which
comprise a very large number of small balances.

Loss rates are calculated using a ‘roll rate’ method based on the probability of a receivable progressing through
successive stages of delinquency to write-off. Roll rates are calculated separately for exposures in different segments
based on the following common credit risk characteristics – geographic region, credit information about the customer and
the type of home purchased.

Loss rates are based on actual credit loss experience. These rates are multiplied by scalar factors to reflect differences
between economic conditions during the period over which the historical data has been collected, current conditions of the
Group’s view of economic conditions over the expected lives of the receivables.

Cash and cash equivalents

The Group reduces exposure to credit risk by maintaining bank accounts with large financial institutions.

iii. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset.

Page 42
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

21. Financial instruments – Fair values and risk management (Cont’d)

A. Accounting classifications and fair values (Cont’d)

iii. Liquidity risk (Cont’d)

The Group’s approach to maintaining liquidity is to ensure, as far as possible, that it will have sufficient cash and cash
equivalents and other liquid assets to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group’s reputation.

As at December 31, 2019, the Group has current liabilities of $577 due within 12 months and had cash and cash
equivalents of $520 to meet current obligations. As a result, the Group has liquidity risk and is dependent on raising
additional funds for its operations.

iv. Market risk

Market risk is the risk that changes in market prices – e.g. foreign exchange rates, interest rates and equity prices – will
affect the Group’s income or the value of its holdings of financial instruments.

The objective of market risk management is to manage and control market risk exposures within acceptable parameters,
while optimizing the return.

Currency risk

The Group is, on occasion, exposed to transactional foreign currency risk to the extent there is a mismatch between
currencies in which purchases and receivables are denominated and the respective functional currencies of the Group.
The currencies in which transactions are primarily denominated are Canadian dollars and US dollars.

A reasonably possible strengthening (weakening) of the US dollar against all other currencies as at December 31, 2019
would have minimal effect on the measurement of financial instruments denominated in a foreign currencies or equity and
profit or loss on account of the majority of transactions being denominated in Canadian dollars.

Page 43
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

22. List of subsidiaries

The Company

Media Central
Corporation Inc.
Canada
100% 100%

NOW Central
CannCentral Inc.
Communications Inc.
Canada Canada
100% 100% 100% 100%

Name Ownership interest in 2019

Principal place of business Ownership interest in 2018

A. CannCentral Inc.

On October 28, 2019, the Group completed a qualifying transaction (the “Transaction”) to acquire all the outstanding
equity interests of the former CannCentral Inc. (“CannCentral”), concurrent with a name change from IntellaEquity Inc. to
Media Central Corporation Inc. The shareholders of CannCentral were issued 270,149 common shares at an issuance
price of $0.02 per share and 159,400 warrants at a weighted average issuance price of $0.15 per warrant.

As a result, Media Central became the sole beneficial owner of CannCentral. For additional information regarding the
Transaction, see Form 2A Listing Statement on SEDAR.

As the acquirer for accounting purposes, CannCentral Inc.’s net assets are included in the consolidated financial
statements at their carrying amounts. The reverse acquisition has been accounted for as a continuation of CannCentral
Inc. together with a deemed issuance of shares equivalent to the shares held by the former shareholders of Media Central
Corporation Inc.

As a result of the transaction, the fair value of consideration transferred is as follows.

Page 44
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

22. List of subsidiaries (Cont’d)

A. CannCentral Inc. (Cont’d)

Consideration transferred 2,335

Less fair value of identifiable net assets:

Cash and cash equivalents (7)
Trade and other receivables (19)
Marketable securities and other (246)
Property, plant and equipment (156)
Accounts payable and accrued liabilities 95
Loans and borrowings 162
Lease obligations 161
(10)

Listing expenses 2,325

Listing expenses of $2,594 includes $2,325 of listing expenses relating to the consideration of IntellaEquity shares
transferred at fair value and $289 of costs relating to consulting fees and other transaction related costs, is included within
administrative expenses on the consolidated statements of loss and comprehensive loss.

23. Acquisition of subsidiary

On November 29, 2019, through its subsidiary NOW Central Communications Inc. (“NOW”), the Group acquired the
assets of NOW Magazine. The Group has determined that the transaction is an acquisition of a business under IFRS 3,
and it has been accounted for by applying the acquisition method.

Taking control of the assets of NOW Magazine will enable the Group to access 25-million annual readers. The acquisition
is also expected to provide the Group with an increased share in the customer base. The Group also expects to reduce
costs through economies of scale.

For the one-month period ended December 31, 2019, NOW contributed revenue of $107 and loss of $(112) to the Group’s
results. If the acquisition had occurred on January 1, 2019, management estimates that consolidated revenue would have
been $2,257, and consolidated loss for the year would have been $5,822.

Page 45
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

23. Acquisition of subsidiary (Cont’d)

A. Consideration transferred (Cont’d)

The following table summarizes the acquisition date fair value of each major class of consideration transferred.

Cash 2,000
Total consideration transferred 2,000

B. Acquisition-related costs

The Group incurred acquisition-related costs of $104 on legal fees and due diligence costs. These costs have been
included in ‘administrative expenses’.

C. Identifiable assets acquired and liabilities assumed

The following table summarizes the recognized amounts of assets acquired and liabilities assumed at the date of
acquisition.

Note
$

Cash 29
Accounts receivable 286
Property, plant and equipment 15 201
Right-of-use assets 15 224
Intangible assets 16 188
Accounts payable and accrued liabilities (486)
Total identifiable net assets acquired 442

i. Measurement of fair values

The valuation techniques used for measuring fair value of material assets acquired were as follows.
Assets acquired Valuation technique
Property, plant and Market comparison technique and cost technique: The valuation model considers market
equipment prices for similar items when they are available, and depreciated replacement cost when
appropriate. Depreciated replacement cost reflects adjustments for physical deterioration, as
well as functional and economic obsolescence.
Intangible assets Multi-period excess earnings method: The multi-period excess earnings method considers the
present value of net cash flows expected to be generated by the brand and customer
relationships, excluding any cash flows related to contributory assets.

The accounts receivable comprise gross contractual amounts of $307, of which $21 was expected to be uncollectible at
the date of acquisition.

Page 46
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

23. Acquisition of subsidiary (Cont’d)

C. Identifiable assets acquired and liabilities assumed (Cont’d)

Fair values measured on a provisional basis

The amounts have been measured on a provisional basis. If new information obtained within one year of the date of
acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above
amounts, or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be
revised.

D. Goodwill

Goodwill arising from the acquisition has been recognized as follows.

Note
$

Consideration transferred (A) 2,000

Fair value of identifiable net assets (C) (442)
Goodwill 20(A) 1,558

The goodwill is attributable mainly to the skills and technical talent of NOW’s work force and the synergies expected to be
achieved from integrating the company into the Group’s existing advertising business. None of the goodwill recognized is
expected to be deductible for tax purposes.

24. Contingencies and commitments

The Group may have various other contractual obligations in the normal course of operations. The Group is not
contingently liable with respect to litigation, claims and environmental matters, including those that could result in
mandatory damages or other relief. Any expected settlement of claims in excess of amounts recorded will be charged to
profit or loss as and when such determination is made.

25. Related parties

A. Transactions with key management personnel

Key management personnel compensation comprised the following.

2019 2018
$ $

Stock-based compensation 2,255 -

Consulting fees 334 -
2,589 -

Page 47
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Notes to Consolidated Financial Statements
For the years ended December 31, 2019 and 2018
(In thousands of Canadian dollars)

25. Related parties (Cont’d)

B. Key management personnel transactions

Directors of the Company control 9% of the voting shares of the Group.

26. Subsequent events

A. Senior secured convertible notes

On February 21, 2020, the Group completed a non-brokered private placement of senior secured convertible notes for
gross proceeds of $1,626, net of financing costs of $112 and 1,607 broker options. The senior secured convertible notes
bear interest at 10% and are due February 20, 2022. Each note may convert at the option of the holder into 14 common
shares and 7 warrants. Each option entitles the holder to purchase one additional common share at $0.20 per share.

B. Acquisition of Vancouver Free Press

On January 6, 2020, the Group announced its intention to acquire all the shares of Vancouver Free Press and its
associated publications (collectively, “VFP” or “Georgia Straight”) for $1,250, plus customary closing costs. On March 2,
2020, the Group’s received shareholder and regulatory approval to close the transaction.

Georgia Straight further expands the readership of the Group of an additional 4.5 million annual readers. The Group also
expects to reduce costs through economies of scale.

C. Other

On April 3, 2020, the Group settled $180 of accounts payable and accrued liabilities through the issuance of 3,616
common shares at $0.05 per share.

On April 3, 2020, the Group issued 700 stock-options to purchase common shares of the Group to a key management
employee. The stock-options vest over a period of five years and have an exercise price of $0.10 per share.

D. Coronavirus (“COVID-19”)

Since December 31, 2019, the outbreak of the novel straight of coronavirus, specifically identified as “COVID-19”, has
resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures,
which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a
material interruption to businesses, resulting in a global economic slowdown.

The global equity markets have experienced significant volatility and weakness, with the Canadian government and
central bank reacting with significant monetary and fiscal interventions designed to stabilize the economic conditions. The
duration and impact of COVID-19 is unknown, as is the efficacy of the government and central bank interventions. It is not
possible to reliably estimate the length and severity of these development and the impact on the financial results and
condition of the Group and its operating subsidiaries in future periods.

Page 48
 Media Central Corporation Inc.
(formerly IntellaEquity Inc.)

Management’s Discussion and Analysis

For the Year Ended December 31, 2019

Media for
the free generation
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Corporate Profile

Media Central is consolidating over 100 million coveted and premium consumers of the 100 urban media publications
across North America, creating the most significant untapped audience of influencers in North America.

By migrating these premium readers to digital formats, Media Central will monetize this market through: events, social
media, programmatic advertising, influencers and the building of on-trend digital publications such as eSports, Sneaker
Culture, ESG, Psychedelics and Cannabis.

To learn more about how we deliver our vision, visit www.mediacentralcorp.com.

Our Plan

01 Consolidate the 100 million most readers in north America by purchasing influential and alternative weekly
magazines and newspapers in North America.

02 Migrate and grow the readership onto digital platforms such as mobile phones, tablets and computers.

03 Build relevant content platforms which appeal to our readers.

04 Monetize our platform through online and trend engagement, including programmatic, social media and events.

05 Create appeal to national advertisers.

Page 2
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Our Brands

CannCentral.com

Features lifestyle stories around cannabis use and experiences, including

emerging trends in wellness, travel, food and drink, pop culture, and cannabis-
related products complimented by enhanced strain and dispensary databases.

Combining authentic editorial content with trusted commentary on emerging trends,

CannCentral is poised to become a central source on the quickly evolving cannabis
lifestyle.

NOW Magazine

NOW Magazine is an iconic Canadian brand which targets the free-thinking and
educated readers. NOW reaches 510,000 average unique readers in the Toronto
and Greater Toronto area, and is distributed to more than 800 outlets each week,
including copies distributed in top events and festivals.

The Georgia Straight

Established as the news, lifestyle and entertainment weekly in Vancouver for over
50 years, the Georgia Straight is an integral part of the active urban west coast
lifestyle with over 1 million unique readers per week.

Regular weekly coverage includes news, tech, arts, music, fashion, travel, health,
cannabis, food and a comprehensive listing of entertainment activities and special
events.

Our Management Team

Media Central has a deep, cohesive executive management team with diverse skillsets and an unparalleled
understanding of the media industry. The combined experience of the management team provides a powerful and
competitive edge enabling our team to anticipate patterns before they become trends, to identify influential shifts as they
develop and to adjust accordingly.

Please visit www.mediacentralcorp.com for the professional biographies of our management team.

Page 3
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Letter from the CEO

Dear Shareholders,

The primary mission of Media Central is to provide, acquire and develop high-quality publishing assets, which in turn
delivers meaningful content to our millions of readers. That mission is especially important at a time of crisis – like the
coronavirus pandemic, which is unfolding across Canada and the globe.

Thus far, our group has risen to one of the most consequential challenges of our time. Through the acquisition of NOW
Magazine and The Georgia Straight, we are well positioned to chronicle all aspects of the outbreak and its impact on
society across our content verticals.

The coronavirus poses challenges to Media Central. We plan to continue delivering quality content to millions of our
readers throughout Canada – even if that means significant changes to our day-to-day operations. In common with many
other media companies, we face headwinds in printed content and advertising revenue. Our strategic plan already
included a transformation of printed publications to digital – our editorial team has expedited this transition and effectively
transformed our publishing process to increase output across a wide variety of platforms.

Reflecting on our performance, it was marked by several noteworthy accomplishments:

In March and July, we completed our Series A and Series B financing rounds, including an aggregate seed financing
round of $4,300.

In October, we completed the reverse-takeover of IntellaEquity Inc., to list onto the Canadian Securities Exchange,
and in November, a direct listing onto the Frankfurt Stock Exchange.

In November, we completed our first acquisition, of being NOW Magazine, an iconic Canadian brand that has
pioneered the independent voice for more than 38 years.

After year end, we completed a $1,600 convertible debenture financing to fund our second acquisition. In February
2020, we purchased Vancouver Free Press, the publisher of The Georgia Straight, an alternative news, lifestyle and
entertainment weekly magazine based in Vancouver, Canada.

Together, NOW Magazine and The Georgia Straight give us access to approximately 6.5 million of the most coveted
readers every month.

Since our listing, Media Central has made significant strides on our strategic plan. We remain committed to investing in
high-quality publishing assets and innovation, that will support growth and profitability in the years to come.

We appreciate your invaluable trust and thank you for your continued support and confidence in Media Central.

Brian Kalish
Chief Executive Officer and Director

May 8, 2020

Page 4
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Introduction

This Management’s Discussion and Analysis (“MD&A”) is provided to enable a reader to assess the results of operations
and financial condition of Media Central Corporation Inc. for the year ended December 31, 2019. This MD&A is dated May
6, 2020 and should be read in conjunction with the annual audited financial statements and related notes for the year
ended December 31, 2019 (“Annual Consolidated Financial Statements”). Unless the context indicates otherwise,
references to “Media Central”, “the Group”, “we”, “us” and “our” in this MD&A refer to Media Central and its consolidated
operations.

Forward-Looking Information

Certain information included in this MD&A contains forward-looking information within the meaning of applicable Canadian
securities laws. This information includes, but is not limited to, statements made in Business Overview and Strategy,
Results from Operations, Debt Profile and other statements concerning Media Central’s objectives, its strategies to
achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates and intentions,
and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are
not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such
as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”,
“continue”, or similar expressions suggesting future outcomes or events or the negative thereof. Such forward-looking
information reflects management’s beliefs and is based on information currently available. All forward-looking information
in this MD&A is qualified by the following cautionary statements.

Forward looking information necessarily involves known and unknown risks and uncertainties, which may be general or
specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not
prove to be accurate, assumptions may not be correct and objectives, strategic goals and priorities may not be achieved.
A variety of factors, many of which are beyond Media Central’s control, affect the operations, performance and results of
the Company and its subsidiaries, and could call actual results to differ materially from current expectations of estimated
or anticipated events or results.

Although Media Central believes that the expectations reflected in such forward-looking information are reasonable and
represent the Company’s projections, expectations and beliefs at this time, such information involves known and unknown
risks and uncertainties which may cause the Company’s actual performance and results in future periods to differ
materially from any estimates or projections of future performance or results expressed or implied by such forward-looking
information. Important factors that could cause actual results to differ materially include but are not limited to: Business
Overview, Results from Operations, Liquidity and Capital Resources, Capital Structure and Stock Option Plan. See Risks
and Uncertainties for further information. The reader is cautioned to consider these factors, uncertainties and potential
events carefully and not to put undue reliance on forward-looking information, as there can be no assurance that actual
results will be consistent with such forward-looking information.

The forward-looking information included in this MD&A is made as of the date of this MD&A and should not be relied upon
as representing Media Central’s views as of any date subsequent to the date of this MD&A. Management undertakes no
obligation, except as required by applicable law, to publicly update or revise any forward-looking information, whether as a
result of new information, future events or otherwise.

Page 5
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Business Overview and Growth Strategy

Business Overview

IntellaEquity Inc. was incorporated under the Laws of the State of Delaware on October 13, 1999, and became a reporting
issuer of Alberta, British Columbia and Ontario on August 3, 2004. IntellaEquity was engaged in development, design,
manufacture and supply of systems using fiber optic sensors, relating monitoring instruments and software, as well as
installation and reporting of information on an outsourcing basis.

Prior to the transaction, IntellaEquity disposed of its subsidiaries Marcon International Inc. and Marcon International (USA)
Inc, and deconsolidated Fiber Optic Systems Technology (Canada), Inc. and PinPoint FOX-TEK Inc., as it no longer had
control over these subsidiaries due to their status of receivership. On July 26, 2019, IntellaEquity Inc. filed articles of
continuance out of the State of Delaware to the Province of Ontario, and completed a three-cornered amalgamation of its
wholly-owned subsidiaries, Paragon Blockchain, Numco with CannCentral, and filed articles of continuance out of the
State of Delaware. As a result of the transaction, CannCentral became a wholly owned subsidiary of IntellaEquity Inc.
Subsequent to the transaction, IntellaEquity changes its name to Media Central Corporation Inc., with its common shares
listed on the Canadian Securities Exchange under the symbol FLYY. On November 8, 2019, Media Central listed it shares
on the Frankfurt Stock Exchange under the symbol 3AT.

Media Central Corporation Inc. (formerly IntellaEquity Inc.) (“Media Central” or the “Company”) is domiciled in Toronto,
Ontario, Canada. The Company’s registered office is 27 Roytec Road, Unit D9, Woodbridge, Ontario, L4L 8E3. These
consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”). The
Group is primarily involved in acquiring and developing high-quality publishing assets.

We are a media organization focused on acquiring, collecting and distributing high-quality information. Our continued
commitment to premium alternative content makes Media Central a trusted brand for sources of news and information.

The Group includes, print and digital products and related businesses. We have one reportable segment with businesses
that include: our magazines, our websites, mobile applications and related businesses, such as creative content.

Developments in 2019

Launch of CannCentral.com

In September 2019, the Group completed the development of the CannCentral platform, which consists in part of a
consumer-facing wiki, as well as a business portal for industry and commercial participants. The platform helps users
discover and classify cannabis products according to their preferences, and then connects consumers to local
dispensaries and other providers of related goods and services. The platform has not yet generated revenue, however, it
is expected that the revenue sources will be derived entirely from our advertising models including, ad server,
programmatic, sponsorship and other direct-to-business methods.

Completion of reverse takeover

In October 2019, the Group completed a qualifying transaction to acquire all the outstanding interests of the former
CannCentral Inc. by Media Central, whereby the shareholders of CannCentral were issued an aggregate of 270,150
common shares at $0.05 per share. As a result, Media Central became the sole beneficial owner of all the outstanding
securities of CannCentral, and the management of CannCentral assumed the operations of the Group.

Page 6
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Business Overview and Growth Strategy (Cont’d)

Developments in 2020

Acquisition of NOW Magazine

In November 2019, through its subsidiary NOW Central Communications Inc. (“NOW”), the Group acquired the assets of
NOW Magazine. Since taking control of the assets of NOW Magazine, the Group has gained access to 25-million annual
readers. The acquisition is also expected to enable the Group to increase total share of total advertising revenues from
the existing NOW Magazine customer base and to reduce costs through economies of scale.

For the one-month period ended December 31, 2019, NOW contributed revenue of $107k and a loss of $(112k) to the
Group’s results. If the acquisition had occurred on January 1, 2019, management estimates that consolidated revenue
would have been $2.3 million, and consolidated loss for the year would have been $5.8 million.

Completion of private placement

In December 2019, the Group completed a private placement of 3,214 shares for settlement of financial obligations of
$225k.

Completion of private placement of senior secured convertible notes

In February 2020, the Group completed a non-brokered private placement and for gross proceeds of $1,6 million, net of
financing costs of $112k and $1,6 million in broker warrants. The senior secured convertible notes bear interest at 10%.
Each note may convert at the option of the holder into 14 common shares and 7 warrants. Each warrant entitles the
holder to purchase one additional common share at $0.07 per share.

Acquisition of The Georgia Straight

In January 2020, the Group announced its intention to acquire all the outstanding shares of Vancouver Free Press
Publishing Corporation and its associated publications (collectively, “VFP” or “Georgia Straight”) for $1,3 million, plus
customary closing costs. On March 2, 2020, the Group’s received shareholder and regulatory approval to close the
transaction.

The acquisition of Georgia Straight further expands the annual readership of the Group by an additional 4.5 million
readers and provides further opportunities to reduce costs through economies of scale.

Growth Strategy

The Group continues to operate its numerous publications and media sites during a period of significant transformation
within our industry. While this period of transformation presents challenges, it also provides unique opportunities for the
Group, to capitalize on changing spending habits among our customers through efficient delivery of our content through a
combination of printed and online publications. Management believes that the execution of our priorities, as outlined
below, will be key to achieving our strategic plan.

Quality content
We believe Media Central is well positioned to deliver high-quality content to its readers, through stylized reporting,
opinionated reviews and columns, investigations into edgy topics and by highlighting local people, events and culture. Our
deviation from traditional reporting continues to attract readers and differentiate us from our competitors.

Page 7
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Business Overview and Growth Strategy (Cont’d)

Growing our engagement and subscriber growth

The Group added over 17 million-page views in 2019. We believe that this growth demonstrates continued success of our
overall strategy. We continue to invest heavily in the acquisition of high-quality publishing assets and the transformation
of our print readers to our digital platforms.

Competition and Market Trends

We compete with other media companies for subscriptions and advertising. Competition for subscription revenue and
readership is generally based upon the platform, content, timeliness of information and price. Conversely, competition for
advertising is generally based on demographics, rates and targeting capabilities.

Our industry continues to shift from print to digital media, and our products face competition for readership, subscriptions
and advertising from a wide variety of media sources, many of which may be free to users. In addition, we compete for
advertising on digital advertising networks and other programmatic channels.

In 2019, worldwide digital ad spending rose by approximately 17.6% to $333.25 billion, accounting for approximately half
of the global ad market1. The estimated global ad market is expected to grow to approximately $775 billion in 2021, at a
rate of 7% year-over-year growth, with digital advertising representing approximately 48% of the market2. By 2023,
businesses will allocate more than 50% of their budgets to digital advertising, with the Internet accounting for the single-
largest advertising segment, accounting for 40.6% of all advertising revenue3. Overall, we believe that we are well
positioned to capitalize on this trend.

1
Enberg, J. (2019, March 28). Global Digital Ad Spending 2019. eMarketer: https://www.emarketer.com/content/global-digital-ad-spending-2019
2
Gupta, K. (2019). The State of Digital Media Q4 2019. Polar: https://polar.me/
3
PricewaterhouseCoopers (2019). Global Entertainment & Media Outlook – Segmented Findings.
https://www.pwc.com/gx/en/industries/tmt/media/outlook/segment-findings.html

Page 8
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Presentation of Financial Information and Non-IFRS Measures

Presentation of Financial Information

Unless otherwise specified herein, financial results, including historical comparatives, contained in this MD&A are based
on Media Central’s 2019 Annual Consolidated Financial Statements, which have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”)
and the interpretations of the IFRS Interpretations Committee (“IFIRC”). Unless otherwise specified, amounts are in
thousands of Canadian dollars and percentage changes are calculated using whole numbers.

Non-IFRS Measures

In addition to the reported IFRS measures, industry practice is to evaluate entities giving consideration to certain non-
IFRS performance measures, such as earnings before interest, taxes, depreciation and amortization (“EBITDA”) or
adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”).

Management believes that these measures are helpful to investors because they are widely recognized measures of
Media Central’s performance and provides a relevant basis of comparison to other entities. In addition to IFRS results,
these measures are also used internally to measure the operating performance of the Company.

These measures are not in accordance with IFRS and have no standardized definitions, and as such, our computations of
these non-IFRS measures may not be comparable to measures by other reporting issuers. In addition, Media Central’s
method of calculating non-IFRS measures may differ from other reporting issuers, and accordingly, may not be
comparable.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

EBITDA is used as an alternative to net income because it includes major non-cash items such as interest, taxes and
amortization, which management considers non-operating in nature. A reconciliation of EBITDA to IFRS net income is
presented under the section Results from Operations of this MD&A.

Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”)

Adjusted EBITDA is used as an alternative to net income because it excludes major non-cash items such as amortization,
stock-based compensation, current and deferred income tax expenses and other items management considers non-
operating in nature. A reconciliation of adjusted EBITDA to IFRS net income is presented under section Results from
Operations of this MD&A.

Page 9
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Results from Operations

Select Annual Information

For the year ended December 31, 2019 2018

$ $
Operating results
Revenue 166 -
Gross profit 119 -
Loss and comprehensive loss for the year (7,116) -
Loss per share
Basic loss per share (0.02) -
Diluted loss per share (0.02) -

As at December 31, 2019 2018

$ $
Total assets 3,332 100
Total debt (ii) 421 -
Debt to total assets (i) (iii) 13% 0%
EBITDA (i) (iv) (7,062) -
Adjusted EBITDA (i) (iv) (1,823) -
(i) Represents a non-IFRS measure. Media Central's method for calculating non-IFRS measures may differ from other reporting issuers' methods and
accordingly may not be comparable. For definitions and basis of presnetation of Media Central's non-IFRS measures, refer to the non-IFRS measures
section of this MD&A.
(ii) Total debt is defined as accounts payable and other financial liabilities.
(iii) Debt to total assets is a non-IFRS measure and is calculated as total debt divided by total assets.
(iv) EBITDA and Adjusted EBITDA is calculated on a trailing twelve month basis. Refer to the non-IFRS measures section of this MD&A for further details.

Page 10
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Results from Operations (Cont’d)

Summary of Quarterly Results

Income (loss)
attributable to Basic loss Diluted loss
Revenue shareholders per share per share
$ $ $ $

December 31, 2019 166 (4,415) (0.02) (0.02)

September 30, 2019 - (2,911) (0.06) (0.06)
June 30, 2019 - 513 0.02 0.02
March 31, 2019 - (303) (0.01) (0.01)
December 31, 2018 - (2,112) (0.08) (0.08)
September 30, 2018 - (202) (0.01) (0.01)
June 30, 2018 - (299) (0.01) (0.01)
March 31, 2018 - (18) - -
December 31, 2017 - (495) (0.02) (0.02)

The summary of quarterly results has been reclassified to account for the discontinued operations of IntellaEquity Inc.

Revenues

Revenues for the year ended, disaggregated by our geographic markets and major product lines and service lines for the
year ended December 31, 2019 are as follows.

2019 2018
$ $
Primary geographic markets
Canada 166 -
US - -
166 -
Major products/service lines
Advertising 166 -
Other - -
166 -

We generate revenues principally from advertising. Advertising revenue is derived from the sale of advertising products
and services.

Page 11
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Results from Operations (Cont’d)

Revenues (Cont’d)

Products

The Group’s principal business consists of distributing content generated by our content creators through our digital and
print platforms. In addition, we distribute a selection of content on third-party platforms. We offer readers annual
subscriptions available by subscribing online through our brand’s websites.

Our digital products including news, information and entertainment, which are distributed both on our digital platforms and
third-party platforms. We generate advertising revenue from this content, but do not charge readers for access.

Advertising

The majority of our advertising revenue is derived from offerings sold directly by our sales teams. Our advertising revenue
is primarily driven by display advertising. Display advertising revenue is generated from advertisers promoting products,
services or brands on our digital or print platforms.

In print, ads are priced according to pre-established rates, with premiums for positioning in our publications. On our digital
platforms, display advertising comprises banners and video in websites, mobile applications and e-mails. Display
advertising includes advertisements to direct users to products, services or brands on the Group’s platforms.

Our operations are affected, in part, by the seasonal patterns in advertising, with generally higher volume in the fourth
quarter due to holiday advertising.

Print Production and Distribution

Media Central currently outsources printing of our newspaper product to a printing facility in Ontario. The Group delivers
its printed content to newsstands and retail outlets in the greater Toronto-area through a combination of third-party
wholesalers and contractors.

For the year ended December 31, 2019 2018

$ $

Printing costs 31 -
Shipping costs 15 -
46 -

Our cost of sales is driven by printing costs, which include the trim size, page count, and the grade of the paper and
binding style, and shipping costs.

Page 12
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Operating Expenses

2019 2018
$ $

Listing expenses 2,594 -

Stock-based compensation 2,634 -
Professional fees 1,031 -
Advertising and promotion 490 -
Salaries and benefits 265 -
Office and general 53 -
Depreciation and amortization 50 -
Travel 46 -
Dues and subscriptions 36 -
Printing costs 31 -
Rent 28 -
Shipping costs 15 -
Insurance 5 -
Total cost of sales, selling and distribution
and administrative expenses 7,278 -

Listing expenses for the year ended December 31, 2019 were $2,594 in comparison to $nil, representing an increase of
$2,594. The $2,594 increase relates to cost associated with the reverse takeover transaction between CannCentral.com
and IntellaEquity Inc.

Professional fees for the year ended December 31, 2019 were $1,031 in comparison to $nil, representing an increase of
$1,031. The $1,031 increase relates primarily to consulting services from various vendors engaged to develop of the
CannCentral.com platform and audit fees.

Stock-based compensation for the year ended December 31, 2019 was $2,634 in comparison to $nil, representing an
increase of $2,634. The $2,634 increase primarily relates to the compensation expense relating to stock options issued to
management and consultants, with an immediate vesting period.

Advertising and promotion for the year ended December 31, 2019 was $490 in comparison to $nil, representing an
increase of $490. The $490 increase relates to the CannCentral and NOW website and social media marketing expenses.

Salaries and benefits for the year ended December 31, 2019 were $265 in comparison to $nil, representing an increase of
$265. The $265 increase relates to the commencement of operations of CannCentral and the assumption of the NOW
Magazine labor-force following the acquisition of NOW Magazine (see Employees and Labor Relations).

Office and general expenses for the year ended December 31, 2019 were $53 in comparison to $nil, representing an
increase of $53. The increase of $53 primarily relates to general office supplies and cleaning charges.

The remaining fluctuation of expenditures were not significant, and the Group did not investigate further.

Page 13
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Results from Operations (Cont’d)

Operating Expenses (Cont’d)

Employees and Labor Relations

The Group had approximately 27 full-time and 12 part-time equivalent employees as of December 31, 2019.
Approximately 71% of our employees were represented by a union as of December 31, 2019. The collective bargaining
agreement (“CBA”) expired on December 31, 2019. The Group has been engaged in ongoing discussion with the Union
since expiration of the CBA and we expect to reach some sort of negotiated settlement through this process. However,
the timing or outcome cannot be estimated at this time.

Non-IFRS Measures
EBITDA and Adjusted EBITDA

The following table presents a summary of the non-IFRS measures that management uses to assess Media Central’s
operating performance for the years ended December 31, 2019 and 2018

Twelve months ended December 31, 2019 2018

$ $

Loss for the period (7,116) -

Add (deduct):
Income taxes - -
Finance costs 4 -
Depreciation and amortization 50 -
EBITDA (i) (7,062) -

EBITDA (7,062) -
Add:
Stock-based compensation 2,634 -
Listing expenses 2,594 -
Adjusted EBITDA (i) (1,834) -
(i) Refer to non-IFRS measures section of this MD&A for further details.

A decrease in EBITDA by $7,062 for the year ended December 31, 2019, in comparison to the prior year December 31,
2018, is explained by the following fluctuations:

An increase in administrative expenses of $6,741, primarily driven by an increase in listing expenses of $2,594,
professional fees of $1,031 and stock-based compensation of $2,634, as explained above;
An increase in selling and distribution related expenses of $490, primarily driven by advertising costs associated with
marketing of the CannCentral.com platform and the Group’s recently acquired subsidiary NOW Magazine; and
A corresponding increase in revenues of $166, exclusively driven through the sale of products and advertising through
NOW Magazine.

Page 14
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Non-IFRS Measures (Cont’d)

EBITDA and Adjusted EBITDA (Cont’d)

A decrease in Adjusted EBITDA by $1,823 for the year ended December 31, 2019 in comparison to the prior year
December 31, 2018, is explained by the following fluctuations:

An increase in administrative expenses of $6,741, primarily driven by an increase in listing expenses of $2,594,
professional fees of $1,031 and stock-based compensation of $2,634, as explained above;
An increase in selling and distribution related expenses of $490, primarily driven by advertising costs associated with
marketing of the CannCentral.com platform and the Group’s recently acquired subsidiary NOW Magazine; and
A corresponding increase in revenues of $166, exclusively driven through the sale of products and advertising through
NOW Magazine.

Liquidity and Capital Resources

Liquidity and Cash Management

The Group is working to meet all of its obligations and other commitments as they become due. The Group has various
financing sources to fund operations and will continue to fund working capital needs through these sources until cash
flows generated from operating activities is sufficient.

Capital Management Framework

Media Central defines capital as the aggregate of common shares and debt. The Group’s capital management framework
is designed to maintain a level of capital that funds the operations and business strategies and builds long-term
shareholder value.

The Group’s objective is to manage its capital structure in such a way as to diversify its funding sources, while minimizing
its funding costs and risks. For 2020, Media Central expects to be able to satisfy all of its financing requirements through
use of some or all of the following: cash on hand, cash generated by operations, and through the public and private
offerings of its common equity (see Subsequent Events).

Page 15
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Liquidity and Capital Resources (Cont’d)

Capital Structure

Media Central’s capital structure is as follows:

As at December 31, 2019 2019 2018

$ $

Accounts payable and accrued liabilities 421 -

Total debt 421 -
Contributed surplus 2,634 -
Share capital 7,126 100
Total capital 9,760 100
Total assets 3,332 100
Ratio of total debt to total assets 13% 0%

Our leverage ratio for the Group has increased by the prior year to 13%, primarily due to an increase in current obligations
relative to share capital in connection with the reverse takeover.

Outstanding Share Data

The following table details Media Central’s outstanding share data as of December 31, 2019 and the date of this MD&A:

December 31, Date of this

2019 MD&A

Common shares 316,229 319,845

Acquisition of NOW Magazine

On November 29, 2019, through its subsidiary NOW Central Communications Inc. (“NOW”), the Group acquired the
assets of NOW Magazine.

Since taking control of the assets of NOW Magazine, the Group has gained access approximately 25-million annual
readers. The acquisition is also expected to provide the Group with an increased share in the customer base. The Group
also expects to reduce costs through economies of scale.

For the one-month period ended December 31, 2019, NOW contributed revenue of $166 and loss of $(112) to the Group’s
results. If the acquisition had occurred on January 1, 2019, management estimates that consolidated revenue would have
been $2,257, and consolidated loss for the year would have been $5,822.

For further details, please reference our Annual Consolidated Financial Statements note 23.

Page 16
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Significant Accounting Policies and Estimates

The Company’s significant accounting policies are described in note 4 of the Annual Consolidated Financial Statements.
The preparation of the financial statements requires management to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and the related disclosures as of the date of the Annual
Financial Statements. Actual results may differ from estimates under different assumptions and conditions.

Significant judgments include investments with significant includes and income taxes. Our significant judgments have
been reviewed and approved by the Audit Committee for completeness of disclosure on what management believes
would be relevant and useful to investors in interpreting the amounts and disclosures in our Annual Consolidated
Financial Statements.

Changes in Significant Accounting Policies

IFRS 16, Leases (“IFRS 16”)

Media Central adopted IFRS 16 on its effective date of January 1, 2019, retrospectively with no restatement of
comparative periods. IFRS 16 replaces IAS 17, Leases (IAS 17). The most significant effect of the new standard is the
lessee’s recognition of the initial present value of unavoidable future lease payments as lease assets and lease liabilities
on the consolidated statements of financial position. Leases with durations of 12-months or less and leases of low value
assets are both exempted.

The measurement of the total lease expense over the term of the lease will be unaffected by the new standard, however,
there will be a timing difference of the lease expense recognition being accelerated for leases which were previously
accounted for under IAS 17 as operating leases. The presentation on the statement of loss and comprehensive loss
required by IFRS 16 will result in most lease expenses being presented as amortization of lease assets and financing
costs arising from lease liabilities, rather than being included in goods and services purchased.

IASB Annual Improvements 2015-2017 Cycle (Issued in December 2017)

In December 2017, the IASB issued amendments to four standards IFRS 3, Business Combinations (“IFRS 3”), IFRS 11,
Joint Arrangements (“IFRS 11”), IAS 12, Income Taxes (“IAS 12”), and IAS 23, Borrowing Costs (“IAS 23”). These
amendments became effective on January 1, 2019. The implementation of these standards did not have a significant
impact on the Annual Consolidated Financial Statements.

IFRIC 23, Uncertainty over Income Tax Treatment (“IFRIC 23”)

In June 2017, the IASB issued amendments as clarification to the requirements under IAS 12, Income Taxes. IFRIC 23
clarifies the application of various recognition and measurement requirements when there is uncertainty over income tax
treatments. The amendments became effective on January 1, 2019. The amendments did not have a significant impact on
the Annual Consolidated Financial Statements.

Changes in Significant Accounting Policies

Media Central monitors the potential changes proposed by the IASB and analyzes the effect that changes in the
standards may have on the Group’s operations. Standards issued but not yet effective up to the date of issuance of these
consolidated financial statements are described below. This description is of the standards and interpretations issued that
the Group reasonably expects to be applicable at a future date. The Group intends to adopt these standards when they
become effective.

Page 17
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Changes in Significant Accounting Policies (Cont’d)

Amendments to IFRS 3, Business Combinations (“IFRS 3”) – Definition of a Business

In October 2018, the IASB issued amendments to the definition of a business in IFRS 3 to help entities determine whether
an acquired set of activities and assets is a business or not. The amendments clarify the minimum requirements for a
business, removed the assessment of whether market participants are capable of replacing any missing elements, added
guidance to help entities assess whether an acquired process is substantive, narrowed the definitions of a business and
of outputs, and introduced an optional fair value concentration test.

The amendments are effective January 1, 2020, with early adoption permitted. The amendments are applied prospectively
to transactions or other events that occur on or after the date of first application and are not expected to have a significant
impact on the Annual Consolidated Financial Statements.

Amendments to IAS 1, Presentation of Financial Statements (“IAS 1”) and IAS 8, Accounting Policies, Changes in
Accounting Estimates and Errors (“IAS 8”) – Definition of Material

In October 2018, the IASB issued amendments to IAS 1 and IAS 8 to align the definition of “material” across the
standards and to clarify certain aspects of the definition. The new definition states that, “Information is material if omitting,
misstating or obscuring it could reasonably be expected to influence decisions that the primary users of general purpose
financial statements make on the basis of those financial statements, which provide financial information about a specific
reporting entity.”

These amendments are effective January 1, 2020. The amendments to the definition of material are not expected to have
a significant impact on the Annual Consolidated Financial Statements.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting

Disclosure Controls and Procedures

The CEO and CFO have designed or caused to design controls to provide reasonable assurance that: (i) material
information relating to the Company is made known to management by others, particularly during the period in which the
annual and interim filings are being prepared; and (ii) information required to be disclosed by the Company in its annual
and interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and
reported within the time frame specified in the securities legislation.

Based on the evaluations, the CEO and CFO have concluded that the Company’s disclosure controls and procedures
were adequate and effective.

Internal Controls over Financial Reporting

Media Central has established internal controls over financial reporting to provide reasonable assurance regarding the
reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in
accordance with IFRS. Management, including the Company’s CEO and CFO, have determined that as at December 31,
2019, the internal controls over financial reporting were effective.

Page 18
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Disclosure Controls and Procedures and Internal Controls over Financial Reporting (Cont’d)

Inherent Limitations

It should be noted that in a control system, no matter how well conceived and operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Given the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues, including instances of fraud, if any, have
been detected. These inherent limitations include, among other items: (i) that management’s assumptions and judgments
could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors;
and (iii) controls may be circumvented by unauthorized acts of individuals, by collusion of two or more people, or by
management override.

Related Parties

Key management personnel compensation comprised the following.

2019 2018
$ $

Stock-based compensation 2,255 -

Consulting fees 334 -
2,589 -

Directors of the Group control 9% of the voting shares of the Group.

Risks and Uncertainties

There are several risk factors that could cause future results to differ materially from those described herein. The risks and
uncertainties described herein are not the only ones the Group faces. Additional risks and uncertainties, including those
that the Group does not know about as of the date of this MD&A, or that it currently deems immaterial, may also adversely
affect the Group’s business. If any of the following risks occur, the Group’s business may be harmed, and its financial
condition and the results of operation may suffer significantly.

We face significant competition in all aspects of our business

We operate in a highly competitive environment. We compete for subscription and advertising revenue with both
traditional and other content providers, as well as search engines and social media platforms. Competition among
companies offering online content is intense, and new competitors can quickly emerge.

Our ability to compete effectively depends on many factors both within and beyond our control, including among others:

our ability to continue delivering high-quality content that is attractive and relevant to our readership;
our reputation and brand relative to those of our competitors;
the engagement of our audience, and our ability to reach new users;
our ability to develop, maintain and monetize our products;
the pricing of our products;
our marketing efforts, including the ability to differentiate our products and services from other competitors;

Page 19
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

We face significant competition in all aspects of our business (Cont’d)

our visibility on search engines and social media platforms; and

our ability to manage operations in a cost-effective manner.

Some of our current and potential competitors may have greater resources than we do, which may allow them to compete
more effectively than our Group.

Our success depends on our ability to respond and adapt to changes in technology and consumer behavior

Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increased number of
methods for the delivery and consumption of news and other content. These developments are also driving changes in
preferences and expectations of consumers as they seek control over their content consumption.

Changes in technology and consumer behavior pose several challenges that could adversely affect our revenues and
competitive position. For example, among others:

we may be unable to develop products that consumers find engaging;

we may introduce new, or make changes to, products or services, that are not favorable;
there may be changes in user sentiment about the quality or usefulness of our existing products or concerns related to
privacy, security or other factors;
failure to successfully manage changes implemented by social media platforms or search engines, including those
affecting how our content and applications are prioritized, displayed and monetized;
we may be unable to maintain or update our technology infrastructure in a way that meets both our market and
consumer demands; and
the consumption of our content on delivery platforms of third parties may lead to limitations on monetization of our
products, the loss of control over distribution of our content and of a direct relationship with our audience, and lower
subscription rates.

We continue to invest resources to mitigate these potential risks and to build, maintain and evolve our products and
technology infrastructure. These investments may adversely impact our operational results in the near term and there can
be no assurance as to our ability to use new and existing technologies to distinguish our products and services from those
of our competitors and develop in a timely manner compelling new products and services that engage users across
platforms. If we are not successful in responding to changes in technology and consumer behavior, our business, financial
condition and prospects may be adversely affected.

A failure to continue to retain and grow our readership could adversely affect our results of operations and
business

Revenue from advertisers within our print and digital products makes up a majority of our total revenue. Subscription
revenue is sensitive to discretionary spending and economic conditions in the markets we serve. To the extent poor
economic conditions lead consumers to reduce spending on discretionary activities, our ability to retain current and obtain
new subscribers could be hindered, thereby reducing our subscription revenue. In addition, the growth rate of new
subscriptions to our products that are driven by significant news events and/or promotional pricing may not be
sustainable.

Page 20
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

A failure to continue to retain and grow our readership could adversely affect our results of operations and
business (Cont’d)

Revenue from Subscriptions to our digital products generate substantial revenue for us, and our future growth depends
upon our ability to retain and grow our digital subscriber base and audience. We will need to evolve our subscription
model, address changing consumer demands and developments in technology and improve our digital products while
continuing to deliver high-quality articles and content that our readers find relevant and reliable. We have invested and will
continue to invest significant resources in these efforts, but there is no assurance that we will be able to successfully
maintain and increase our digital subscriber base or that we will be able to do so without taking steps such as reducing
pricing or incurring subscription acquisition costs that would affect our subscription revenues, and profitability.

Our ability to retain and grow our digital subscriber base also depends on the engagement of users with our products,
including the frequency, breadth and depth of their use. If users become less engaged with our products, they may be
less likely to purchase subscriptions or renew their existing subscriptions, which would adversely affect our subscription
revenues. In addition, we have implemented and may continue to implement changes in the free access we provide to our
content and/or the pricing of our subscriptions that could have an adverse impact on our ability to attract and retain
subscribers.

Print subscriptions continue to decline as the media industry has transitioned from being primarily print to digital. If we are
unable to offset continued revenue declines resulting from falling print subscriptions with revenue from home-delivery
price increases, our print subscription revenue will be adversely affected. In addition, if we are unable to offset and
ultimately replace continued print subscription revenue declines with other sources of revenue, our operating results will
be adversely affected.

Our advertising revenues are affected by numerous external factors, including economic conditions, market
dynamics, audience fragmentation and evolving digital advertising trends

We derive all revenues from the sale of advertising in our products. Advertising spending is sensitive to overall economic
conditions, and our advertising revenues could be adversely affected if advertisers respond to weak and uneven
economic conditions by reducing their budgets or shifting spending patterns or priorities, or if they are forced to
consolidate or cease operations. Among other things, an economic slowdown or other negative impact on worldwide
economic conditions from the outbreak and spread of the coronavirus (“COVID-19”) could materially adversely impact our
advertising revenues.

In determining whether to buy advertising, our advertisers consider the demand for our products, demographics of our
reader base, advertising rates, results observed by advertisers, breadth of advertising offerings and alternative advertising
options.

Although print advertising revenue continues to represent most of our total advertising revenue. The increased popularity
of digital media among consumers, particularly as a source for news and other content, has driven a corresponding shift in
demand from print advertising to digital advertising. Our digital advertising revenue has not replaced, and may not replace
in full, print advertising revenue lost as a result of the shift.

Large digital platforms, such as Facebook, Google and Amazon, which have greater audience reach, audience
data and targeting capabilities than we do, command a large share of the digital display advertising market, and we
anticipate that this will continue. The remaining market is subject to significant competition among publishers and
other content providers, and audience fragmentation. These dynamics have affected, and will likely continue to affect,

Page 21
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

Our advertising revenues are affected by numerous external factors, including economic conditions, market
dynamics, audience fragmentation and evolving digital advertising trends (Cont’d)

our ability to attract and retain advertisers and to maintain or increase our advertising rates.

The digital advertising market itself continues to undergo change. Digital advertising networks and exchanges, real-time
bidding and other programmatic buying channels that allow advertisers to buy audiences at scale play a significant role in
the advertising marketplace and have caused and may continue to cause further downward pricing pressure and the loss
of a direct relationship with marketers. Growing consumer reliance on mobile devices creates additional pressure, as
mobile display advertising does not command the same rates as desktop advertising. Our digital advertising operations
rely on a small number of significant technologies (particularly Google’s ad manager) which, if interrupted or meaningfully
changed, could have an adverse impact on our advertising revenues, operating costs and/or operating results.

Evolving standards for the delivery of digital advertising, as well as the development and implementation of technology
and policies that adversely affect our ability to deliver, target or measure the effectiveness of advertising (such as blocking
the display of advertising and/or cookies), may also adversely affect our advertising revenues if we are unable to develop
effective solutions to mitigate their impact.

As the digital advertising market continues to evolve, our ability to compete successfully for advertising budgets will
depend on, among other things, our ability to engage and grow digital audiences and demonstrate the value of our
advertising and the effectiveness of our products to advertisers.

There may be further downward pressure on our advertising revenue margins as our advertising business
evolves.

The character of our advertising continues to change, as demand for newer forms of advertising such as branded content
and other customized advertising increases. The margin on revenues from some of these advertising forms is generally
lower than the margin on revenues we generate from our print advertising and traditional digital display advertising.

We may experience further downward pressure on our advertising revenue margins as a greater percentage of
advertising revenues comes from these newer forms.

Investments we make in new and existing products and services expose us to risks and challenges that could
adversely affect our operations and profitability.

We have invested and expect to continue to invest significant resources to enhance and expand our existing products and
services and to develop new products and services. These efforts present numerous risks and challenges, including the
potential need for us to develop additional expertise in certain areas; technological and operational challenges; the need
to effectively allocate capital resources; new and/or increased costs (including marketing costs and costs to recruit,
integrate and retain skilled employees); risks associated with new strategic relationships; new competitors (some of which
may have more resources and experience in certain areas); and additional legal and regulatory risks from expansion into
new areas. As a result of these and other risks and challenges, growth into new areas may divert internal resources and
the attention of our management and other personnel, including journalists and product and technology specialists.

Page 22
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

The fixed cost nature of significant portions of our expenses may limit our operating flexibility and could
adversely affect our results of operations

Significant portions of our expenses, including employee-related costs, are fixed costs that neither increase nor decrease
with revenues. In addition, our ability to make short-term adjustments to manage our costs. If we were unable to
implement cost-control efforts or reduce our fixed costs sufficiently in response to a decline in our revenues, our results of
operations will be adversely affected.

Failure to comply with laws and regulations, including with respect to privacy, data protection and consumer
marketing practices, could adversely affect our business

Our business is subject to various laws and regulations of local and foreign jurisdictions, including laws and regulations
with respect to privacy and the collection and use of personal data, as well as laws and regulations with respect to
consumer marketing practices.

Federal and provincial laws and regulations govern the processing (including the collection, use, retention and sharing)
and security of the data we receive from and about individuals. Failure to protect confidential data, provide individuals with
adequate notice of our privacy policies or obtain required valid consent, for example, could subject us to liabilities imposed
by these jurisdictions.

Acquisitions, divestitures, investments and other transactions could adversely affect our costs, revenues,
profitability and financial position

In order to position our business to take advantage of growth opportunities, we engage in discussions, evaluate
opportunities and enter into agreements for possible acquisitions, divestitures, investments and other transactions.
We may also consider the acquisition of, or investment in, specific properties, businesses or technologies that fall outside
our traditional lines of business and diversify our portfolio, including those that may operate in new and developing
industries.

Acquisitions may involve significant risks and uncertainties, including:

difficulties in integrating acquired businesses;

diversion of management attention from other business concerns or resources;
use of resources that are needed in other parts of our business;
possible harm to our reputation;
the potential loss of key employees;
risks associated with integrating financial reporting, internal control and information technology systems; and
unanticipated liabilities.

We have a limited history upon which an evaluation of our prospects and future performance can be made and
have no history of profitable operations.

The subsidiary company prior to the reverse takeover was incorporated in January 2017 and have a limited operating
history and our business is subject to all of the risks inherent in the establishment of a new business enterprise. Our
likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays
frequently encountered in connection with development and expansion of a new business enterprise. We may sustain
losses in the future as we implement our business plan. There can be no assurance that we will operate profitably.

Page 23
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

Since we have a limited operating history, it is difficult for potential investors to evaluate our business.

Our limited operating history makes it difficult for potential investors to evaluate our business or prospective operations.
As an early stage company, we are subject to all the risks inherent in the initial organization, financing, expenditures,
complications and delays inherent in a new business. Investors should evaluate an investment in us in light of the
uncertainties encountered by developing companies in a competitive and evolving environment. Our business is
dependent upon the implementation of our business plan. We may not be successful in implementing such plan and
cannot guarantee that, if implemented, we will ultimately be able to attain profitability.

We will need to obtain additional financing to fund our operations.

We will need additional capital in the future to continue to execute our business plan. Therefore, we will be dependent
upon additional capital in the form of either debt or equity to continue our operations. At the present time, we do not have
guaranteed arrangements to raise additional capital, and we will need to identify potential investors and negotiate
appropriate arrangements with them. We may not be able to arrange enough investment within the time the investment is
required or that if it is arranged, that it will be on favorable terms. If we cannot obtain the needed capital, we may not be
able to become profitable and may have to curtail or cease our operations.

Cannabis remains illegal under United States and other jurisdictions Federal law.

Despite the development of a regulated cannabis industry under the laws of certain states, these state laws regulating
medical and adult recreational cannabis use are in conflict with the U.S. Federal Controlled Substances Act, which
classifies cannabis as a Schedule I controlled substance and makes cannabis use and possession illegal on a national
level. The United States Supreme Court has ruled that the U.S. Federal government has the right to regulate and
criminalize cannabis, even for medical purposes, and thus U.S. Federal law criminalizing the use of cannabis preempts
state laws that regulate its use. Although the prior administration determined that it was not an efficient use of resources
to direct U.S Federal law enforcement agencies to prosecute those lawfully abiding by state laws allowing the use and
distribution of medical and recreational cannabis, on January 4, 2018, the current administration issued the Sessions
Memo announcing a return to the rule of law and the rescission of previous guidance documents. The Sessions Memo
rescinds the Cole Memo which was adopted by the Obama administration as a policy of non-interference with marijuana-
friendly state laws.

The Sessions Memo shifts federal policy from a hands-off approach adopted by the Obama administration to permitting
federal prosecutors across the United States to decide how to prioritize resources to regulate marijuana possession,
distribution and cultivation in states where marijuana use is regulated. There can be no assurance that U.S federal
prosecutors will not prosecute and dedicate resources to regulate marijuana possession, distribution and cultivation in
states where marijuana use is regulated which may cause states to reconsider their regulation of marijuana which would
have a detrimental effect on the marijuana industry. Any such change in state laws based upon the Sessions Memo and
the Federal government’s enforcement of U.S. and other Federal laws could cause significant financial damage to us and
our shareholders.

Page 24
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

As the possession and use of cannabis is illegal under the United States Federal Controlled Substances Act, we
may be deemed to be aiding and abetting illegal activities through the services and data that we provide to
government regulators, dispensaries, cultivators and consumers. As a result, we may be subject to enforcement
actions by law enforcement authorities, which would materially and adversely affect our business as we have
involvement in the cannabis industry

Under U.S. Federal law, and more specifically the U.S. Federal Controlled Substances Act, the possession, use,
cultivation, and transfer of cannabis is illegal. Our business provides services to customers that are engaged in the
business of possession, use, cultivation, and/or transfer of cannabis. As a result, law enforcement authorities, in their
attempt to regulate the illegal use of cannabis, may seek to bring an action or actions against us, including, but not limited,
to a claim of aiding and abetting another’s criminal activities. The U.S. Federal aiding and abetting statute provides that
anyone who “commits an offense against the United States or aids, abets, counsels, commands, induces or procures its
commission, is punishable as a principal.” As a result of such an action, we may be forced to cease operations and our
investors could lose their entire investment. Such an action would have a material negative effect on our business and
operations.

U.S federal enforcement practices could change with respect to services provided to participants in the cannabis
industry, which could adversely impact us. If the U.S. Federal government were to expend its resources on
enforcement actions against service providers in the cannabis industry under guidance provided by the
Sessions Memo, such actions could have a material adverse effect on our operations, our customers, or the
sales of our products as we have involvement in the cannabis industry

It is possible that due to the recent Sessions Memo our clients may discontinue the use of our services, our potential
source of customers may be reduced, and our revenues may decline. Further, additional government disruption in the
cannabis industry could cause potential customers and users to be reluctant to use and advertise our products, which
would be detrimental to the Company. We cannot predict the impact of the Sessions Memo at this time nor can we predict
the nature of any future laws, regulations, interpretations or applications including the effect of such additional regulations
or administrative policies and procedures, when and if promulgated, could have on our business.

We are subject to legislative uncertainty that could slow or halt the legalization and use of cannabis, which could
negatively affect our business as we have involvement in the cannabis industry

Continued development of the cannabis industry is dependent upon continued legislative authorization of cannabis at the
U.S. state level, other countries federal, provincial and/or state levels, as well as the U.S. government’s continued non-
enforcement of U.S. federal cannabis laws against state-law-compliant cannabis businesses. Further, progress, while
generally expected, is not assured. Some industry observers believe that well-funded interests, including businesses in
the alcohol beverage and the pharmaceutical industries, may have a strong economic opposition to the continued
legalization of cannabis. The pharmaceutical industry, for example, is well funded with a strong and experienced lobby
that eclipses the funding of the medical cannabis movement.

Any inroads legalization opponents could make in halting the impending cannabis industry could have a detrimental
impact on our business. While there may be ample public support for legislative action, numerous factors impact the
legislative process. Any one of these or other factors could slow or halt use of cannabis, which would negatively impact
our business.

Page 25
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

Because our business is dependent, in part, upon continued market acceptance of cannabis by consumers, any
negative trends will adversely affect our business operations

We are dependent on public support, continued market acceptance and the proliferation of consumers in the legal
cannabis markets. While we believe that the market and opportunity in the space continue to grow, we cannot predict the
future growth rate or size of the market. Any downturns in, or negative outlooks on, the cannabis industry may adversely
affect our business and financial condition.

We are highly dependent on the services of key executives, the loss of whom could materially harm our business
and our strategic direction. If we lose key management or significant personnel, cannot recruit qualified
employees, directors, officers, or other personnel or experience increases in our compensation costs, our
business may materially suffer as we have involvement in the cannabis industry

We are highly dependent on our management team, specifically our Chief Executive Officer. If we lose key employees,
our business may suffer. Furthermore, our future success will also depend in part on the continued service of our key
management personnel and our ability to identify, hire, and retain additional personnel. We do not carry “key-man” life
insurance on the lives of our executive officer, employees or advisors. We experience intense competition for qualified
personnel and may be unable to attract and retain the personnel necessary for the development of our business. Because
of this competition, our compensation costs may increase significantly.

Our monetization strategy is dependent on many factors outside our control

There is no guarantee that our efforts to monetize the CannCentral platform will be successful. Furthermore, our
competitors may introduce more advanced technologies that deliver a greater value proposition to cannabis related
businesses in the future. In addition, dispensaries may not be able to accept credit or bank cards due to banking
regulations, which could significantly increase the cost and time required for us to generate revenue. All these factors
individually or collectively may preclude us from effectively monetizing our business which would have a material adverse
effect on our financial condition and results of operation.

Government actions or digital distribution platform restrictions could result in our products and services being
unavailable in certain geographic regions which may harm our future growth

Due to our connections to the cannabis industry, governments and government agencies could ban or cause our network
to become unavailable in certain regions and jurisdictions. This could greatly impair or prevent us from registering new
users in affected areas and prevent current users from accessing our network. In addition, government action taken
against our service providers or partners could cause our network to become unavailable for extended periods of time.

Failure to generate user growth or engagement could greatly harm our business model

Our business model involves attracting users to our platform. There is no guarantee that growth strategies will bring new
users to our network. Changes in relationships with our partners, contractors and businesses we retain to grow our
network may result in significant increases in the cost to acquire new users. In addition, new users may fail to engage with
our network to the same extent current users are engaging with our network resulting in decreased use of our network.
Decreases in the size of our user base and/or decreased engagement on our network may impair our ability to generate
revenue.

Page 26
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

Failure to attract clients could greatly harm our ability to generate revenue

Our ability to generate revenue is dependent on the continued growth of our platform. If we are unable to continue to grow
our network or bring new clients to our network, our ability to generate revenue would be greatly compromised. There is
no guarantee businesses will want to join our platform or that we will be able to generate revenue from our existing user
base.

All our revenue is derived from advertising, the loss of clients or reduction in spending by advertisers may have
a material adverse effect on our business

All our revenue is derived from third parties advertising on our website. Some of our third-party advertisers may include
cannabis companies such as regulated cannabis dispensaries and mainstream brands. As is common in the industry, our
advertisers usually would not have long-term advertising commitments with us. It is possible that such advertisers may not
to do business with us for several reasons including that they no longer believe that their advertisements on our website
will generate a competitive return relative to other alternatives or in the alternative they may reduce the prices they are
willing to pay to advertise their products and services on our website.

Our revenue could be adversely affected by several other factors including, but not limited to:
decreases in user engagement;
our inability to improve our analytics and measurement solutions that demonstrate the value of our ads and other
commercial content;
loss of market share to our competitors;
adverse legal developments relating to our business, including legislative and regulatory developments and
developments in litigation, if any;
adverse media reports or other negative publicity involving us or other companies in our industry; and
the impact of macroeconomic conditions and conditions in the industry in general.

The occurrence of any of these or other factors could result in decreased traffic to our website which may result in less
views of third-party ads. If we are unable to generate traffic to our website and as a result of third party advertiser no
longer continue to do business with us, our business, financial conditions and results of operation may be materially
affected.

User engagement and growth depends on software and device updates beyond our control

Our websites will be available on multiple operating systems, including iOS and Android, across multiple different
manufacturers, and on thousands of devices. Changes to the device infrastructure or software updates on such devices
could render our platforms and services useless or inoperable and require users to utilize our website rather than our
mobile application which may result in decreased user engagement. Any decrease in user engagement may devalue our
value proposition to third party advertisers who may no longer continue to do business with us which may have a material
adverse effect on business, financial conditions and results of operation.

Page 27
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

We may be unable to manage growth

Successful implementation of our business strategy requires us to manage our growth. Growth could place an increasing
strain on our management and financial resources. To manage growth effectively, we need to continuously:

Evaluate definitive business strategies, goals and objectives;

Maintain a system of management controls; and
Attract and retain qualified personnel, as well as, develop, train and manage management-level and other employees.

If we fail to manage our growth effectively, our business, financial condition or operating results could be materially
harmed.

We may not be able to compete successfully with other established companies offering the same or similar
services and, as a result, we may not achieve our projected revenue and user targets

We compete with both start-up and established technology companies. Our competitors may have substantially greater
financial, marketing and other resources than we do and may have been in business longer than we have or have greater
name recognition and be better established in the technological or cannabis markets than we are. If we are unable to
compete successfully with other businesses in our existing market, we may not achieve our projected revenue and/or user
targets which may have a material adverse effect on our financial condition.

Expansion by our well-established competitors into the cannabis industry could prevent us from realizing
anticipated growth in users and revenues

Competitors in the social network space, such as Twitter and Facebook, have continued to expand their businesses in
recent years into other social network markets. If they decided to expand their social networks into the cannabis
community, this could harm the growth of our business and user base and cause our revenues to be lower than we
expect.

Government regulation of the internet and e-commerce is evolving, and unfavorable changes could substantially
harm our business and results of operations

We are subject to general business regulations and laws as well as national, state and provincial regulations and laws
specifically governing the Internet and e-commerce. Existing and future laws and regulations may impede the growth of
the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations
and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution,
electronic contracts and other communications, consumer protection, broadband residential Internet access and the
characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership,
sales, use and other taxes, personal privacy apply to the Internet and e-commerce. Unfavorable resolution of these issues
may harm our business and results of operations.

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Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

The failure to enforce and maintain our intellectual property rights could enable others to use trademarks used
by our business which could adversely affect the value of the Company

The success of our business depends on our continued ability to use our existing tradename in order to increase our
brand awareness. As of the date hereof, CannCentral is not a federally registered trademark in Canada or the United
States or any other jurisdiction. The inability of obtaining the trademarks could diminish the value of our business which
would have a material adverse effect on our financial condition and results of operation.

Due to our involvement in the cannabis industry, we may have a difficult time continuing to obtain insurance
coverage for our business which may expose us to additional risk and financial liabilities

Insurance that may otherwise be readily available, such as workers compensation, general liability, and directors and
officers insurance, is more expensive and difficult for us to obtain because we are a service provider to companies in the
cannabis industry. Although we currently maintain director’s and officer’s liability insurance there can be no assurance that
we will be able to maintain such policy in the future or at costs that are affordable to us due to the nature of our business
operations. If we are unable to maintain insurance related to our Company and business operations, we will be exposed
to additional risk and financial liabilities which may have a material adverse effect on our business and financial condition.

We and our customers may have difficulty accessing the service of banks, which may make it difficult for us and
for them to sell our products as we have involvement in the cannabis industry

Financial transactions involving proceeds generated by cannabis-related activities can form the basis for prosecution
under the U.S. federal money laundering statutes, unlicensed money transmitter statutes and the U.S. Bank Secrecy Act.
Guidance issued by the Financial Crimes Enforcement Network clarifies how financial institutions can provide services to
cannabis-related businesses consistent with their obligations under the Bank Secrecy Act. Furthermore, since the
rescission by U.S. Attorney General Sessions on January 4, 2018 of the Cole Memo, U.S. federal prosecutors have had
greater discretion when determining whether to charge institutions or individuals with any of the financial crimes described
above based upon cannabis-related activity.

As a result, given these risks and their own related disclosure requirements, some banks remain hesitant to offer banking
services to cannabis-related businesses. Consequently, those businesses involved in the cannabis industry continue to
encounter difficulty establishing banking relationships. While we do not presently have challenges with our banking
relationships, should we have an inability to maintain our current bank accounts, or the inability of our customers to
maintain their current banking relationships, it would be difficult for us to operate our business, may increase our operating
costs, could pose additional operational, logistical and security challenges and could result in our inability to implement
our business plan.

The potential application of U.S. laws with respect to traditional investment securities to digital instruments is
unclear

The use of digital instruments is novel and the application of U.S. federal and state securities laws is unclear in many
respects. Specifically, regulation with respect to such instruments is currently undeveloped, likely to evolve, may vary
significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various
legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or
guidance, or take other actions, which may severely impact the permissibility of the use of digital instruments, the
technology behind them or the means of transaction in or transferring them. In the event that securities laws restrict the
ability for digital instruments to be transferred in a manner similar to traditional investment securities, this would have a

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Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Risks and Uncertainties (Cont’d)

The potential application of U.S. laws with respect to traditional investment securities to digital instruments is
unclear (Cont’d)

material adverse effect on the value of such instruments, which could result in a material impact on the use of such
instruments as a possible means to provide rewards on the CannCentral platform. Our failure to comply with any laws,
rules and regulations, some of which may not exist yet or that are subject to interpretations that may be subject to change,
could result in a variety of adverse consequences, including civil penalties and fines. The effect of any future regulatory
change is impossible to predict, but such change could be substantial and materially adverse to the adoption and value
our new technology, when and if developed, accepted and adopted.

The market price of our common stock may be volatile and adversely affected by several factors

The market price of our common stock could fluctuate significantly in response to various factors and events, including,
but not limited to: our ability to execute our business plan; operating results below expectations; announcements
regarding regulatory developments with respect to the cannabis industry; our issuance of additional securities, including
debt or equity or a combination thereof, necessary to fund our operating expenses; announcements of technological
innovations or new products by us or our competitors; and period-to-period fluctuations in our financial results. In addition,
the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to
the operating performance of particular companies. These market fluctuations may also materially and adversely affect
the market price of our common stock.

We do not anticipate paying dividends on our common stock, and investors may lose the entire amount of their
investment

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or
payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore,
stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our
common stock may be less valuable because a return on your investment will only occur if our stock price appreciates.
We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that
stockholders will not lose the entire amount of their investment.

You could lose all your investment

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that
the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the
market value of an investment in the Company will fully reflect its underlying value. You could lose your entire investment.
Because we can issue additional shares of common stock, purchasers of our common stock may incur immediate dilution
and experience further dilution.

Subsequent Events

A. Senior secured convertible notes

On February 21, 2020, the Group completed a non-brokered private placement and for gross proceeds of $1,626, net of
financing costs of $112 and 1,607 broker warrants. The senior secured convertible notes bear interest at 10% and are due
February 20, 2022. Each note may convert at the option of the holder into 14 common shares and 7 warrants. Each
warrant entitles the holder to purchase one additional common share at $0.20 per share.

Page 30
Media Central Corporation Inc.
(formerly IntellaEquity Inc.)
Management’s Discussion and Analysis
December 31, 2019
(In thousands of Canadian dollars and thousands per-unit amounts)

Subsequent Events (Cont’d)

B. Acquisition of Vancouver Free Press

On January 6, 2020, the Group announced its intention to acquire all the shares of Vancouver Free Press Publishing
Corporation and its associated publications (collectively, “VFP” or “Georgia Straight”) for $1,250, plus customary closing
costs. On March 2, 2020, the Group’s received shareholder and regulatory approval to close the transaction.

Georgia Straight further expands the readership of the Group of an additional 4.5 million annual readers. The Group also
expects to reduce costs through economies of scale.

C. Other

On April 3, 2020, the Group settled $180 of accounts payable and accrued liabilities through the issuance of 3,616
common shares at $0.05 per share.

On April 3, 2020, the Group issued 800 stock options to purchase 100 common shares of the Group to an employee. The
stock-options vest over a period of five years and have an exercise price of $0.10 per share.

D. Coronavirus (“COVID-19”)

Since December 31, 2019, the outbreak of the novel straight of coronavirus, specifically identified as “COVID-19”, has
resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures,
which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused a
material interruption to businesses, resulting in a global economic slowdown.

The global equity markets have experienced significant volatility and weakness, with the Canadian government and
central bank reacting with significant monetary and fiscal interventions designed to stabilize the economic conditions. The
duration and impact of COVID-19 is unknown, as is the efficacy of the government and central bank interventions. It is not
possible to reliably estimate the length and severity of these development and the impact on the financial results and
condition of the Group and its operating subsidiaries in future periods.

Additional Information

These documents, as well as additional information regarding Media Central, have been filed electronically with the
Canadian securities regulators through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may
be accessed through SEDAR’s website at www.sedar.com or Media Central’s website at www.mediacentralcorp.com.

Page 31
Corporate Investor Contact

INFORMATION Catherine Beckett

Manager, Investor Relations
Senior Management Tel: 1-416-642-1807 extension 303
Email: investors@mediacentralcorp.com
Brian Kalish
Chief Executive Officer

Kirk MacDonald
Senior Vice President, Revenue & Operations Auditors

Anton Tikhomirov Fazzari & Partners LLP

Senior Vice President, Technology & Architecture

Rodney Davis
Chief Financial Officer
Transfer Agent and Registrar

Capital Transfer Agency

390 Bay Street, Suite 920
Toronto, Ontario M5H 2Y2
Board of Directors Tel: 1-416-350-5007
Website: www.capitaltransferagency.com
Brian Kalish Email: info@capitaltransferagency.com
Chief Executive Officer
Media Central Corporation Inc.

Dr. Scott Wilson, DC

Founder and Chairman Stock Exchange Listings
PhysiomedTM
The Canadian Securities Exchange
Gil Steinfeld Trading Symbol: Common Shares – FLYY

Larry Latowsky The Frankfurt Stock Exchange

Trading Symbol: Common Shares – 3AT

Shareholder Information
Annual and Special Meeting
Head Office
Media Central’s 2020 Annual and Special Meeting will be held
Media Central Corporation Inc.
on Thursday, June 24, 2020 at 8:30 a.m. (Eastern Daylight
27 Roytec Road
Time). The meeting will be conducted as a “virtual” meeting via
Vaughan, Ontario L4L 8E3
an online platform. Further information about the virtual
Tel: 1-647-363-7717 extension 1
meeting will be provided in the management information
Website: www.mediacentralcorp.com
circular at www.mediacentralcorp.com. All shareholders are
Email: investors@mediacentralcorp.com
invited and encouraged to attend.

Page 32