Ionik Corporation · TSXV:INIK
Ionik — PopReach — Merger or Acquisition (September 2021)
21 slides from Ionik's merger presentation, Sep 29, 2021
Slide 1: Building a Leading, Publicly-Traded Digital Media Enterprise
+ BUILDING A LEADING, PUBLICLY-TRADED DIGITAL MEDIA ENTERPRISE TSXV:POPR | OTCQX:POPRF
Slide 2: Disclaimer
Disclaimer General This presentation is property of PopReach Corporation (the “Company”, “PopReach”, “us” or “we”) and is strictly confidential. It cannot be circulated or forwarded without our consent. Any graphs, tables or other information demonstrating our historical performance or that of any o
Slide 3: The Convergence of Adtech & Games
$455B in digital ad spend worldwide1 ~75% will be on mobile1 IDFA impact on data sharing + THE CONVERGENCE OF ADTECH & GAMES BRINGING TOGETHER TWO ESTABLISHED CONSOLIDATION PLATFORMS IN FREE-TO-PLAY GAMES AND DIGITAL MEDIA TECHNOLOGY Expanding to THE LANDSCAPE IS CHANGING Expanding to Games Like tra
Slide 4: Transaction Highlights
Transaction Highlights • Building a Multi-Platform Digital Media Company with Size & Scale • Large Addressable Market with Unprecedented Growth Trends in Games and Ad-Tech + • Shared M&A Playbook to Target, Acquire, Enhance and Optimize Digital Technology Assets • Improved Capital Markets Profile wi
Slide 5: PopReach: a Free-to-Play Mobile Game Publisher
PopReach: a free-to-play mobile game publisher Headquartered in Toronto, employs a team of over 130 professionals in Toronto, Vancouver, London, UK, and Bangalore, India 1.9M+ Monthly Active Users 25+ Games Strong Record of A unique risk mitigating strategy of consolidating Positive Cash Flow and im
Slide 6: PopReach: Growth Franchises Bring Hit Potential
PopReach: Growth Franchises Bring Hit Potential • New Nickelodeon • Award winning app • PAYDAY franchise has animated series now that has been an installed base of beginning to air downloaded 60+ over 28 million • Smurfs’ Village million times • Closed beta for refresh in Q4 2021 • Integration PopRe
Slide 7: Federated Foundry: a Diversified, Rapidly Growing Acquirer and Operator of Digital Technology Companies
Federated Foundry: a diversified, rapidly growing acquirer and operator of digital technology companies • Federated targets, attracts and acquires companies across the spectrum of digital technology • Federated identifies businesses with meaningful scale and longevity and provides the platform, team
Slide 8: Federated Foundry Portfolio
Federated Foundry Portfolio 500+ Direct Advertising Partners Push notification advertising platform Industry-leading advertising and media service provider 30B Monthly Ad Impressions 650M Unique Users Leading-edge customer Premium digital engagement platform* media agency 1900 Publisher Sites Federa
Slide 9: A Shared Playbook with Aligned Strategic Priorities
A Shared Playbook with Aligned Strategic Priorities 1. Acquire 2. Optimize 3. Scale Target cash flow Create margin Apply growth positive assets with efficiencies through accelerators & proven revenue scale operational expertise, expand markets and product market leverage technology, fit in adjacent
Slide 10: Complementary Business Synergies
Complementary Business Synergies PopReach provides a growing delivery channel for Federated’s advertising customers & Federated’s services and technology platform expands PopReach’s advertising revenue Unified Digital Media Company Technology Integration Revenue Upside & Scale Diversification Short-
Slide 11: Creating a Value Chain of Services Across Digital Media Ecosystem
Creating a Value Chain of Services Across Digital Media Ecosystem Digital Platform Content Controlled Services Technology & Engagement Platform Create Distribute Advertise Convert Own the entire life cycle from strategy and campaign development, to content and channel, to delivery 11
Slide 12: Proforma Consolidated Financial Performance
Proforma Consolidated Financial Performance Immediate Scale, and a Track Record of Growth (Unaudited, US$ Millions) Revenue Adjusted EBITDA* $20 18.6 $4 17.8 $18 15.6 +56% $3 2.7 2.9 15.1 +46% $16 $14 YoY $3 2.3 $12 11.5 12.0 2.0 2.0 YoY $2 $10 $2 $8 $6 $1 0.7 $4 $1 $2 $0 $0 2020 Q1 2020 Q2 2020 Q3
Slide 13: Consolidation Opportunity With Strong Existing Pipeline
Consolidation Opportunity With Strong Existing Pipeline Large Pool of Subscale Operators Running Good Sustainable Businesses A shared sweet spot ~1,000+ Targets Ramp Growth Maturity Long tail / Decline 3-12mo 1-2YR 2-8YR 8+ YRs Combined we have access to a growing market of acquisition targets acros
Slide 14: Additions to Executive Team with Depth and Experience
Additions to Executive Team with Depth and Experience Significant Increase in C-Level Capacity, Experience & Skill mergers and acquisitions, digital media and advertising, mobile user acquisition, and digital content monetization Ted Hastings Jeff Collins, CPA Kevin Ferrell Mike Fitzgerald Amy Hasti
Slide 15: Compelling Valuation with Scale
Compelling Valuation with Scale Enterprise Value/Sales Enterprise Value/EBITDA 2020A Trailing 12 months 2020A Trailing 12 months 291x 91.7x 19.4x 62.8x 13.6x 32.7x 28.1x 28.8x 5.4x 23.6x 4.9x 20.3x 4.3x 4.1x 16.4x 3.2x 2.9x 14.4x 12.2x 2.8x 2.6x 2.8x 2.4x 9.7x TSX:AT NYSE:ZETA LSE:TRMR NASDAQ:APPS N
Slide 16: Expected Transaction Timeline
Expected Transaction Timeline Sign definitive business combination agreement; two fairness opinions, October, 2021 POPR Insider voting support agreements in place Nominees for Resulting Issuer Board of Directors announced October, 2021 Proposed name of Resulting Issuer announced November, 2021 Meeti
Slide 17: Transaction Highlights
Transaction Highlights • Building a Multi-Platform Digital Media Company with Size & Scale • Large Addressable Market with Unprecedented Growth Trends in Games and Ad-Tech + • Shared M&A Playbook to Target, Acquire, Enhance and Optimize Digital Technology Assets • Improved Capital Markets Profile wi
Slide 18: Building a Leading, Publicly-Traded Digital Media Enterprise
+ BUILDING A LEADING, PUBLICLY-TRADED DIGITAL MEDIA ENTERPRISE TSXV:POPR | OTCQX:POPRF
Slide 19: Appendix: Non-GAAP Measures
Appendix: Non-GAAP Measures The following financial information is based on unaudited financial statements of PopReach and unaudited financial information provided by Federated Foundry that have not been independently audited, reviewed or verified. The Company prepares its financial statements in ac
Slide 20: Appendix: RTO Transaction
Appendix: RTO Transaction PopReach basic common shares currently outstanding: 73.1M Federated Foundry purchase price, on a fully diluted basis: C$160M PLUS or MINUS adjustment for Federated Foundry net working capital at closing: $0* MINUS Federated Foundry debt at closing (US$21.7M @ 1.25 FX): C$27
Slide 21: Appendix: Proforma Cap Table
Appendix: Proforma Cap Table* Basic Common Shares Outstading of Fully Diluted Common Shares Outstanding of Resulting Issuer - 239.2 Million Resulting Issuer - 255.3 Million 68.4M 68.4M Resulting Issuer Insiders 28% Resulting Issuer Insiders 27% 111.6M PopReach Public Float 111.6M PopReach Public Flo