MEDIA CENTRAL ENTERS INTO AGREEMENT WITH CREATOR NEWS
TORONTO, ON., June 18 2021 – Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT) (“Media Central” or the “Company”), a publicly held holding company of media assets that trades on the Canadian Securities Exchange, today announced as an update further to its news release of February 4, 2021, that as part of the Company’s 2021 strategic growth plan has entered into an agreement with Creator News Inc. (“Creator News”).
Creator News has developed a software platform (the “Platform”) to act as a global aggregator of the best arts, culture and entertainment content. The new digital platform will focus on media consumers interested in subjects like Arts, Culture, Film, Music, Books, Technology, Real Estate and Food & Drink. The Company and Creator News entered into an agreement (the “Agreement”) dated June 18, 2021 whereby the Company’s holdings including The Georgia Straight, NOW Magazine, CannCentral.com and eCentralSports.com will license its content to the Platform.
The Company had previously proposed to develop Creator News as a wholly-owned subsidiary, along with Creator Stack, Inc. (together with Creator News, the “Creator Companies”) which would also provide a digital products that complement the Company’s existing product and service offerings. However, given the Company’s limited resources, it was subsequently determined that it would be more advantageous for shareholders of the Company if the Creator Companies were developed and fully funded by third parties, and for Media Central to then license use of the respective platforms and content. The Company entered into discussions with certain of its shareholders in this regard, pursuant to which it was agreed that such shareholders would fund the cost of development of the Creator Companies and their respective digital platforms, following which (i) the Company would enter into license agreements for the use of such platforms; and (ii) the Company would be granted a 25% equity interest in each of the Creator Companies for no additional consideration (the “External Development Proposal”). The Company formed an independent special committee to consider and make recommendations with respect to the External Development Proposal, and the committee, after consideration, recommended approval by the board of directors.
The Agreement comprises a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The License Agreement was exempt from the valuation requirement of MI 61-101 by virtue of the exemptions contained in section 5.5(b) of MI 61-101 as the Company’s Common Shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(1)(a) of MI 61-101 in that the fair market value of the Agreement did not exceed 25% of the market capitalization of Media Central. As the material change report disclosing the Agreement is being filed less than 21 days before the transaction, there is a requirement under MI 61‐101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of Media Central, it was necessary to immediately sign the Agreement and therefore, such shorter period was reasonable and necessary in the circumstances for sound business reasons as the Company did not know when the Agreement would be completed.
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About Media Central Corporation Inc.
Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT) is an alternative media company situated to acquire and develop high-quality publishing assets starting with the recent acquisition of Vancouver Free Press Corp., the purchase of NOW Communications Inc. and the launch of digital cannabis platform CannCentral.com and ESports outlet ECentralSports.com.
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About Vancouver Free Press Corp.,
Vancouver Free Press Corp., owns and operates Georgia Straight and straight.com. Established in 1967 as the news, lifestyle, and entertainment weekly in Vancouver, the Georgia Straight has been an integral part of the active urban West Coast lifestyle for over 50 years. The Straight’s print edition is published weekly on Thursdays and daily on-line at www.straight.com The Georgia Straight delivers an award-winning editorial package of features, articles, and reviews. Regular coverage includes news, tech, arts, music, fashion, travel, health, cannabis, and food, plus Vancouver’s most comprehensive listings of entertainment activities and special events. Vancouver Free Press Corp. is a wholly owned subsidiary of Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT).
About NOW Central Communications Inc.
NOW Central owns and operates NOW Magazine and nowtoronto.com. Since 1981 NOW has been Toronto’s news and entertainment voice, published in print every Thursday, and daily at nowtoronto.com. NOW has been a leading publication, defining and pioneering the independent and alternative voice for more than 38 years. NOW Central Communications Inc. is a wholly owned subsidiary of Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT).
About CannCentral Inc.
With unique daily content appealing to both new and experienced cannabis consumers, Canncentral is poised to become the leading digital publisher for all things cannabis. Canncentral Inc. is a wholly owned subsidiary of Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT).
ECentralSports is a dynamic digital destination for eSports fans in search of the latest in news, competitive gaming coverage, analysis, events, lifestyle features and gaming culture. ECentralSports is a wholly owned subsidiary of Media Central Corporation Inc. (CSE: FLYY, FSE: 3AT).
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release may include, but are not limited to, statements with respect to internal expectations and expectations with respect to the focus of the new media Platform and its content. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments involving; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the media industry generally, income tax and regulatory matters; the ability of Media Central and the Creator Companies to implement their respective business strategies; competition; currency and interest rate fluctuations and other risks.
Readers are cautioned that the foregoing list is not exhaustive and should carefully review the various risks and uncertainties identified in the Company’s filings on SEDAR. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
The forward-looking statements included in this news release are made as of the date of this news release and the Company does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities laws.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
SOURCE: Media Central Corporation Inc.