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Page 1: PowerPoint Presentation...2 Disclaimer and Forward-Looking Statements Disclaimer This presentation is not, and under no circumstances is to be construed as, an advertisement or a public

Investor PresentationJune 2019

Page 2: PowerPoint Presentation...2 Disclaimer and Forward-Looking Statements Disclaimer This presentation is not, and under no circumstances is to be construed as, an advertisement or a public

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Disclaimer and Forward-Looking StatementsDisclaimer

This presentation is not, and under no circumstances is to be construed as, an advertisement or a public offering in Canada of the securities referred to in this presentation, nor does this presentation constitute an offer to sell or

a solicitation of an offer to buy any of the securities described herein within the United States. No securities commission or similar authority in Canada has reviewed or in any way passed upon this presentation or the merits of

the securities described herein and any representation to the contrary is an offence.

Forward-Looking Statements

This presentation may include forward-looking statements. All such statements constitute forward looking information within the meaning of securities law and are made pursuant to the “safe harbour” provisions of applicable

securities laws. Forward-looking statements may include, but are not limited to, statements about anticipated future events or results including comments with respect to the Company’s objectives and priorities for 2019 and

beyond, and strategies or further actions with respect to the Company, its business operations, financial performance and condition. Forward-looking statements are statements that are predictive in nature, depend upon or

refer to future events or conditions and are identified by words such as “will”, “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” or similar expressions concerning matters that are not historical facts. Such

statements are based on current expectations of the Company’s management and inherently involve numerous risks and uncertaint ies, known and unknown, including economic factors.

In particular, the statements set out in the Outlook section of this press release regarding our expected Adjusted EBITDA for the year ending December 31, 2019, our expected financial performance for the remainder of 2019

and our expectations regarding the performance of our production and distribution segments for the remainder of 2019, constitute forward-looking statements. These statements are based on management’s current

strategies, assumptions concerning growth and assessment of the outlook for the business. In particular, such statements assume that: (i) our production companies will continue to develop, produce and deliver successful

productions in a manner consistent with past experience and on expected delivery schedules as outlined under “Outlook” in the press release; (ii) the product mix of the Company’s revenues will continue to be skewed

towards higher margin titles; (iii) we will continue to acquire and distribute content in a manner consistent with past experience; (iv) our operating and overhead costs will be within budget; and (v) that the companies we

have acquired will meet or exceed our performance expectations. We consider the foregoing assumptions to be reasonable in the circumstances given the time period for such outlook. However, readers are cautioned that

KEW’s actual results may vary from these forward-looking statements and that variation could be material. The forward-looking information contained in this news release is presented for the purpose of assisting readers in

understanding the Company’s business and strategic priorities and objectives as at the periods indicated and may not be appropriate for other purposes. A number of risks, uncertainties and other factors may cause actual

results to differ materially from the forward-looking statements contained in this news release, including, among other factors, those referenced in the section entitled “Risk Factors” in the Company’s annual information form for

the year ended December 31, 2018, a copy of which is available on the SEDAR website at www.sedar.com under the Company’s prof ile. In particular, KEW’s results of operations fluctuate significantly quarter to quarter

depending on the number and timing of content delivered or made available to various media. As in past years, KEW anticipates that its 2019 financial results will be heavily weighted in the fourth quarter and as a result, KEW

may not have visibility on its ability to meet the 2019 guidance until the end of the fourth quarter of 2019.

Forward-looking statements contained in this news release are not guarantees of future performance and, while forward-looking statements are based on certain assumptions that the Company considers reasonable, actual

events and results could differ materially from those expressed or implied by forward-looking statements. Readers are cautioned to consider these and other factors carefully when making decisions with respect to the

Company and not place undue reliance on forward-looking statements. Circumstances affecting the Company may change rapidly. Except as may be expressly required by applicable law, KEW does not undertake any

obligation to update publicly or revise any such forward-looking statements, and as a result of new information, future events or otherwise.

Non-IFRS Measures

This news release contains references to certain measures that do not have a standardized meaning under International Financial Reporting Standards (“IFRS”) as prescribed by the International Accounting Standards Board

and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS measures by providing a further

understanding of operations from management’s perspective. Accordingly, non-IFRS measures should not be considered in isolation nor as a substitute for analysis of financial information reported under IFRS. This news release

makes reference to Gross Profit, Gross Profit Margin, Adjusted Net Income, Adjusted EBITDA, Free Cash Flow, Net debt, and Adjusted Net Debt, each of which is a non-IFRS financial measure. The Company believes these non-

IFRS financial measures are frequently used by securities analysts, investors and other interested parties as measures of financial performance and it is therefore helpful to provide supplemental measures of operating

performance and thus highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures.

The Company’s definitions of non-IFRS financial measures are as follows:

• Gross Profit is revenue less cost of sales.

• Gross Profit Margin is gross profit as a percentage of revenue.

• Adjusted Net Income is Income (Loss) before income tax recovery then includes add-back adjustments for items such as transaction costs, reorganization and exceptional costs, share-based compensation, deferred

compensation, other intangibles amortization, gain on change in fair value of financial liabilities, and (gain) loss on sale of subsidiary.

• Adjusted EBITDA is also provided to better analyze trends in performance and present a truer economic representation on a comparative basis. Adjusted EBITDA is Adjusted Net Income including additional add-

back adjustments for Interest Expense, net of Interest Income, Depreciation and any non-cash amortization (to the extent not added back to Adjusted Net Income).

• Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes.

• Adjusted Free Cash Flow is Free Cash Flow adjusted for additions to film and television rights, net of amortization.

• Adjusted Net Income after tax is adjusted net income less income tax recovery.

• Adjusted Net Debt is Net Debt less intra-group interim production financing and adjusted for the impact of foreign exchange

• Adjusted Earnings Per Share is Adjusted Net Income divided by weighted average number of common shares in the capital of the Company

Please see the Company’s management’s discussion and analysis for the three months ended March 31, 2019 for a detailed description of these measures and a reconciliation of these measures to the nearest IFRS measure.

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Company Overview

Egypt’s Unexplained Files

TCB Media Rights

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Introduction to KEW Media Group

Two leading distribution platforms: Kew Media Distribution and TCB

Media Rights

Thirteenbest-in-class

production companies

Five primary offices in London, Los Angeles,

New York, Sydney, and Toronto

Over 2,200 hours of content commercialized

in 2018

We are a leading content company that produces and

distributes multi-genre content worldwide

13 2,200+

52

COMPANY OVERVIEW

$76.2 million 2018 Gross Profit, or Gross Profit Margin of 34.0%

KPI due to diverse product range

$76.2M1

14,000+Over 14,000 total library

content hours

1) Gross Profit is revenue less cost of sales.

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Our Team

COMPANY OVERVIEW

Steven SilverCEO & Director

Erick KwakEVP, Business and Legal Affairs

Geoff WebbChief Financial Officer

Peter SussmanChairman & Director

• Co-founder, Blue Ice Group

• President, Barna-Alper Productions

Inc. prior to its sale to eOne

• Head of Factual Entertainment,

eOne

Julie Bristow Dave Fleck Maish Kagan Patrice Merrin

Stephen Pincus John Schmidt Mark Segal Nancy Tellem

• 30+ years in finance, production and

distribution of content

• Launched CSI franchise (CBS)

• Co-founder, Aver Media Finance

• Was Co-controlling shareholder of

Alliance Atlantis and CEO of its

Entertainment Group

• Joined Content Media Company

(CMC) in 2003

• CFO and Company Secretary of CMC

from 2004-2017

• Executive Vice President of Legal

and Business Affairs at CMC

• Executive Vice President at

Franchise Pictures and Associate at

Proskauer Rose LLP

Officers & Directors

Additional Directors

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Industry

Overview

The Inventor: Out for Blood in Silicon ValleyJigsaw Productions for HBO

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English Language Entertainment

INDUSTRY OVERVIEW

Fragmentation = Acquisition Opportunities

+ ~500 Smaller Companies

Independents (aka Super Indies) Studios and Global Streamers

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Demand for Content is Soaring

INDUSTRY OVERVIEW

Advent of premium cable

network original programming

Huge appetite for original series

and TV content across all

platforms: broadcast, basic &

premium cable, digital and OTT

New streaming options recently

announced and/or launched in

an already crowded market

• KEW is well positioned to benefit from the increasing demand and capital being spent on content

• Growth in demand across all viewing platforms continues to reinforce the value of owning content

• KEW is an agnostic provider of content to existing and new platforms

Predominantly broadcast and

basic cable networks

Proliferation of Content Distribution Services Across All Platforms

Pre 2000 2000s Today Future

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Why Do Companies

Partner With KEW?KEW is an “acquirer-of-choice" for the

large universe of content companies and adjacent business lines

Access to best practices

Minimal bureaucracy

Experienced and committed

management team

Equity participation at discount to

larger peers

Independence

Opportunity to get in on the

ground of emerging “Super Indie”Tea with the Dames

Kew Media Distribution

INDUSTRY OVERVIEW

Founder-led

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Investment

Highlights

Murder in Amish CountryOur House Media and Kew Media Distribution

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Investment Highlights

Experienced and committed

management team & board of directors

Compelling industry fundamentals driven by growing demand

for content

Growing international

footprint

Attractive organic growth opportunities

focused on high-quality content

Strong financial

performance

Acquisition-driven growth &

continued roll-up strategy

INVESTMENT HIGHLIGHTS

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Salt, Fat, Acid, HeatJigsaw Productions for Netflix

Segment Highlights

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Business SegmentsOur combination of production and distribution creates

unparalleled deal sophistication with an international network

• Sales of in-house and third

party content

• Direct sales to buyers

Distribution

Direct sales to third parties and

sales through KEW platforms

Architect Films

Production1

1) Please see 2018 Annual Information Form filed on SEDAR for details about these companies.

SEGMENT HIGHLIGHTS

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Non-Scripted

High-End Documentary

Scripted

Digital

Feature Film

Family

Live Events

LEAVING

NEVERLAND

KEW’s Extensive ContentOver 14,000 hours of content with

audiences in almost every country and

platform worldwide

Our IP library covers a broad range of market

segments

SEGMENT HIGHLIGHTS

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Strong Growth in Content

3,100

4,1004,900

6,000

10,000+

14,000+

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

2013 2014 2015 2016 2017 2018

Since 2013, KEW’s library has

grown more than 4x through organic growth and

acquisitions

Total Pro Forma Library Content Hours1

SEGMENT HIGHLIGHTS

1) Represents combined total content hours distributed, owned or produced by Kew Media Distribution (and including Architect,

BGM, Campfire, Collins Avenue, Frantic, Jigsaw, MHQ, OHM, and Spirit). Also includes the libraries of Sienna and TCB, which were

acquired in late 2017. See ‘Disclaimer and Forward-Looking Statements.’

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Distribution

Source: Broadcast Distributors Survey 2018. Note: All figures are for year ending 31 March 2018 unless otherwise stated. (1) Turnover for All3Media International, Cake, DLT

Entertainment, DRG, Drive, Endemol Shine International, Fremantle, Hat Trick International, ITV Studios Global Entertainment and Kew Media Distribution is to 31 December 2017

(previous year is to 31 December 2016); (2) Turnover for Sky Vision is to 30 June 2018; (3) Turnover for Cineflix Rights is to 30 September 2017; (4) Turnover for Passion Distribution is a

forecast to 30 September 2018; (5) Turnover for Avalon Distribution is to 30 June 2017.

• Most independent, English-speaking distributors are based in the UK

• Our two distribution platforms, Kew Media Distribution (KMD) and TCB Media Rights (TCB), broaden our profile

o KMD: scripted content and premium documentaries

o TCB: mass audience, unscripted content

• Access every viewing platform worldwide

TOP INDEPENDENT DISTRIBUTORS

Rank CompanyDistribution

turnover to 4/2018

1 BBC Studios £422.8m

2 eOne Television International £253.4m

3 Endemol Shine International £235.3m

4 Fremantle £230.1m

5 ITV Studios GE £187m

6 All3Media International £92.8m

7 Sky Vision £73.9m

8 Cineflix Rights £54.3m

9 Kew Media Distribution £42.6m

10 DRG £25m

11 TCB Media Rights £19.5m

12 TVF International £13.9m

13 Passion Distribution £13.7m

14 Beyond Distribution £13.4m

15 Cake £9.14m

SEGMENT HIGHLIGHTS

£62.1m

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Growth Strategies

Baroness Von Sketch ShowFrantic Films for CBC

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Organic Growth Drivers

Smaller independent

production companies have

limited relationships and

limited access to buyers

Production companies

within KEW have much

broader access to the

universe of buyers

Less revenue capture

with more distribution fees

going to third parties

Size and scale allow for

higher retention of end revenue inside the group

#1:

Scale

#2:

Distribution

KEW ModelTraditional Model

IP potential stifled by lack of

capital and lack of resources

inside smaller companies

KEW’s access to capital and

new channels helps exploit IP

and grow brand value

#3:

IP Library

GROWTH STRATEGIES

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Recent Highlights

Leaving NeverlandKMD distributes to 190+

countries worldwide

Dance Moms Returns for 8th season, totaling

over 200 hours of content

The Inventor: Out for

Blood in Silicon Valley Alex Gibney on Elizabeth Holmes

and the Theranos scandal

Viacom Channel 5KMD entered partnership

deal for a range of drama

projects over the next 3 years,

including Clink and Cold Call

Line of DutyKMD-distributed. BBC

One’s most-watched

show of 2019. Season 6

commissioned

Dirty MoneyThis Jigsaw production

premiered on Netflix to rave

reviews, and a second

season is expected

GROWTH STRATEGIES

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Acquisition-Led Growth

OpportunitiesWe perceive significant consolidation potential

in a fragmented market

• Continue to execute on transactions at attractive

valuations to fuel content and distribution capacity

for further growth

Near-Term

World’s Most Incredible HotelsTCB Media Rights

Long-Term

• As KEW grows and increases in scale, larger

acquisitions can be targeted, resulting in

accelerated growth

• Diversify assets with talent management,

branded entertainment and digital content

• Deep industry knowledge and relationships

position KEW for attractive transformative

opportunities

GROWTH STRATEGIES

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Most Recent Joint Venture:

Two Rivers MediaDemonstrates the continued expansion of KEW’s international

footprint

• Based in Scotland and formed by renowned industry executive Alan

Clements, formerly head of STV productions, Scotland’s largest production

company

• Co-shareholders: Channel 4 and Sir Angus Grossart

About Two Rivers

KEW Benefits

• Produces a diverse slate of content including factual, entertainment shows

and scripted

• Already in production on its first commission, Children of the Devolution

• Investment not seen as material

• Retains option to acquire controlling stake

GROWTH STRATEGIES

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Future Growth Road Map

Short-Term Objectives Medium/Long-Term Objectives

• New orders across Group ProdCos

• Add distribution titles

• Sell from deep library

• Maximize customer reach and

operating efficiencies from

enhanced scale

• Share formats and production /

distribution opportunities across the

Group

• Smaller accretive acquisitions

• Acquire companies to leverage

platform synergies

KEW is uniquely positioned to develop as a major super-

independent and industry consolidator

• Multi-episodic productions,

particularly scripted

• Large format hits across the Group

• Maximize opportunities to capture

revenue throughout the value chain

via enhanced geographic and

vertical integration

• Acquire larger, international

businesses to build global production

platform – The best Super Indie

• Acquire businesses that enhance

vertical integration and synergies

• Create platform conducive to

development of ‘home runs’ – long-

running, multi-episodic programming

GROWTH STRATEGIES

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Financial Highlights

Line of DutyKew Media Distribution for BBC One

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Key Financial Metrics

Q1 2019 Revenue of

$52.0 million, an increase

of 30.7% year-over-year

As of 3/31/19,

Cash and Equivalents

of $23.6 million and

Adjusted Net Debt2 of

$84.7 million

As of 3/31/19,

Free Cash Flow3 of

($2.0 million)

Q1 2019 Gross Profit of

$14.0 million1, or Gross

Profit Margin of 26.9%

Adjusted EBITDA4 organic

growth of mid to high single

digit percentage over the

annualized PF Adjusted

EBITDA of $31.9 million5

FINANCIAL HIGHLIGHTS

STEADY REVENUE

GROWTH

STRONG GROSS

PROFIT MARGINS

STABLE CAPITAL

STRUCTURE

CASH

GENERATION

2019

GUIDANCE

1) Gross Profit is revenue less cost of sales.

2) Adjusted Net Debt is Net Debt less interim production loans provided by KEW MEDIA treasury less effect of foreign exchange movements. See “Non-IFRS Measures” and “Forward-Looking Statements.”

3) Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes.

4) Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance and after non-controlling interests. These adjustments result in a truer economic representation on a comparative

basis. Adjusted EBITDA includes the add-backs made to calculate the Adjusted Net Income and additional add-backs for interest expense, net of interest income, depreciation and any non-cash amortization (to

the extent not added to Adjusted Net Income). See “Non-IFRS Measures” and “Forward-Looking Statements”

5) 2018 Pro forma Adjusted EBITDA is $31.9 million, being the 2018 Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018 to the date of acquisition to reflect a

full year’s results of Essential

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Q1 2019 Financial Highlights

FINANCIAL HIGHLIGHTS

Financial Highlights

Revenue $52.0 million

Gross Profit $14.1 million

Adjusted EBITDA1 ($0.1 million)

Net Loss ($7.9 million)

Adjusted Net Loss ($3.2 million)

Adjusted Earnings (Loss) Per Share ($0.24 per share)

SEGMENTED RESULTS

PRODUCTION DISTRIBUTION

Revenue $33.5 million $18.5 million

Gross Profit $9.0 million $5.0 million

1) Adjusted EBITDA is a non-IFRS measure. See “Disclaimer” and “Forward-Looking Statements.”

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Strong Historical Growth

FINANCIAL HIGHLIGHTS

2019 Adjusted EBITDA1 organic growth of mid to high single digit

percentage over the annualized Pro forma Adjusted EBITDA of

$31.9 million

• KEW remains focused on

contributing higher margin

titles in its product mix of its

revenues

• KEW’s results in any given

quarter or year can be

affected by seasonality

and/or specific product

delivery timing

• Typically, production occurs

over the summer and starts

delivering in the fall and

winter months

$12.9

$14.9

$19.7

$31.93

2015 2016 2017 2018

Pro-Forma Adjusted EBITDA ($M)2

1) Adjusted EBITDA is EBITDA excluding certain items to better analyze trends in performance and after non-controlling interests. These adjustments result in a truer economic

representation on a comparative basis. Adjusted EBITDA includes the add-backs made to calculate the Adjusted Net Income and additional add-backs for interest expense, net

of interest income, depreciation and any non-cash amortization (to the extent not added to Adjusted Net Income). See “Non-IFRS Measures” and “Forward-Looking Statements”

below in this press release. See 'Disclaimer and Forward-Looking Statements'.

2) All figures are pro-forma for the entities included in the qualifying acquisition, but are only valid from the date of acquisition and forward for TCB, Sienna and Essential.

3) Pro-forma Adjusted EBITDA is $31.9 million, being the FY18 $26.5 million Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018

to the date of acquisition to reflect a full year’s results of Essential Media Group

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Balance Sheet and Free Cash Flow

FINANCIAL HIGHLIGHTS

AS OF MARCH 31, 2019

Cash and Equivalents $23.6 million

Net Debt1 $103.9 million

Adjusted Net Debt2 $84.7 million

Adjusted Net Debt to Pro forma 2018 Adjusted EBITDA3 2.7:1

Free Cash Flow Before Working Capital4 ($3.0 million)

Free Cash Flow After Working Capital4 $6.2 million

Free Cash Flow After Investment in Film & TV4 ($2.0 million)

Strong balance sheet provides financial flexibility to pursue

continued growth through acquisitions

1) Net Debt is debt less any cash and cash equivalent balances.

2) Adjusted Net Debt is Net Debt less interim production loans provided by KEW MEDIA treasury less effect of foreign exchange movements. See “Non-IFRS Measures” and “Forward-

Looking Statements.”

3) Pro-forma 2018 Adjusted EBITDA is $31.9 million, being the FY18 $26.5 million Adjusted EBITDA of $26.9 million plus an additional approximate $5 million from the period January 1, 2018 to

the date of acquisition to reflect a full year’s results of Essential Media Group.

4) Free Cash Flow is Adjusted EBITDA adjusted for additions to Property and Equipment, Interest and cash taxes. Please refer to the Appendix for reconciliation of Adjusted FCF.

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CardinalSienna Films for CTV and BBC Four

Appendix

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Adjusted EBITDA and Free Cash Flow

Three months ended

3/31/2019

Three months ended

3/31/2018

Total revenue 52,001 39,782

Total gross profit 14,006 12,800

Gross profit margin 26.9% 32.2%

Production and distribution G&A(1) 11,744 8,622

Corporate G&A 2,312 1,922

Adjusted net income before certain items (3,243) 2,474

Revenue % N.M. 6.2%

Gross profit % N.M. 19.3%

Less: Non-controlling interest in EBITDA (760) (733)

Add: Corporate reorganization costs - (315)

Add: Exceptional costs (664) (639)

Adjusted EBITDA (146) 2,477

Additions to property and equipment (372) (216)

Interest (2,5 01) (1,158)

Cash taxes - -

FCF before movements in working capital (3,019) 1,103

Net change in working capital 9,182 (3,166)

FCF after movements in working capital 6,163 (2,063)

Additions to film and television rights net of amortisation (8,134) (121)

Adjusted FCF (1,971) (2,184)

1) G&A means general and administrative expenses.

APPENDIX

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Historical Reconciliations

APPENDIX

($000s) PF 2015 PF 2016

Net income attributable to owners of the Parent 961 (6,781)

Provision for income taxes (recovery) (434) 753

Interest and finance costs 3,472 2,968

Depreciation and amortization 816 1,545

Share-based compensation expense 1,128 1,162

Non-recurring items 1,936 11,313

Estimated acquired library amortization 2,749 2,321

Annual run rate synergies 2,300 2,300

Non-controlling interests 3,212 2,881

KEW Adjusted EBITDA (Incl. Non-controlling interest) 16,140 18,462

Non-controlling interests EBITDA (3,212) (3,572)

KEW Adjusted EBITDA 12,927 14,890

($000s) PF 2017

Net income attributable to owners of the Parent (16,140)

Provision for income taxes (recovery) 197

Interest and finance costs 3,733

Depreciation and amortization 1,099

Share-based compensation expense 4,304

Non-recurring items 19,918

Acquired intangible amortization 7,347

(Gain) / Loss on change in fair value of financial

liabilities(560)

Non-controlling interests 2,384

KEW Adjusted EBITDA (Incl. Non-controlling interest) 22,281

Non-controlling interests EBITDA (2,573)

KEW Adjusted EBITDA 19,708

($000s) PF 2018

Net income attributable to owners of the Parent 4,015

Gain on disposal of subsidiary (958)

Provision for income taxes (recovery) (2,622)

Interest and finance costs 6,124

Depreciation and amortization 1,190

Deferred compensation 4,220

Transaction cost 3,331

Share-based compensation expense 1,999

Non-recurring items 3,498

Acquired intangible amortization 10,638

Fair Value Adjustment on Contingent Consideration (3,926)

Non-controlling interests 248

KEW Adjusted EBITDA (Incl. Non-controlling interest) 27,758

Non-controlling interests EBITDA (887)

KEW Adjusted EBITDA 26,871

Essential Pro forma EBITDA 5,000

KEW Adjusted Pro forma EBITDA 31,871