Description of Business

Mood Media Corporation
Mood Media is a leading in-store media specialist and uses a mix of music, visual and scent media to help clients communicate with consumers with a view to driving incremental sales at the point-of-purchase.

Operating through its two principal divisions, In-Store Media and Retail Point-of-Purchase, Mood Media works with more than 800 retail chains across over 40 countries throughout North America, Europe, Asia and Australia.

The Directors believe that Mood Media’s services can have a direct impact on consumer purchasing decisions which makes in-store media an effective marketing tool. The Directors believe that in-store media services can enhance branding in real-time and influence shopper decisions by improving the shopping experience for consumers. The In-Store Media business generates revenue via sales of its multi-sensory services to businesses; the Retail Point-of-Purchase sells speciality music compilations through its retail clients. Mood Media has also compiled an extensive rights-included music library with over 1.8million tracks.

The Company listed on the Toronto Stock Exchange on 19 June 2008, changing its name from Fluid Music Canada, Inc. to Mood Media Corporation following the acquisition of Mood Media Group S.A. in June 2010.

Notifications

Recent releases

March 20         Mood Media Completes Acquisition of DMX
March 19         Mood Media Announces Acquisition of DMX
March 5           Mood Media Corporation: 2011 financial statements
January 30      Positive market update
January 19      Director Dealings
January 03      Director Dealings
November 24  Block Listing Application
November 19  Director Dealings
October 31      Mood Media Corporation: Q3 financial results
September 01 Director Dealings
August 15        Mood Media Corporation: Q2 financial results
August 15        Director Dealings
July 20             Director Dealings
June 14            Mood Media Corporation: Q1 financial results
May 31             Private Placement
May 06             Muzak Acquisition
March 24          Mood Media to acquire Muzak
March 15          Pelika Acquisition

AIM pre-admission annoucement

Convertible Debentures

• Indentures
• Amends terms of Convertible Debentures

Mood Media files updated CEO and CFO certificates

Admission Document

Mood Media Corporation Admission to trading on AIM.

Advisors

Nominated Advisor and Broker

Panmure Gordon (UK) Limited
Moorgate Hall
155 Moorgate
London EC2M 6XB

Company Lawyers

As to Canadian Law:
Stikeman Elliot LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON
Canada M5L 1B9

As to English Law:
Bird & Bird LLP
15 Fetter Lane
London
EC4A 1JP

Auditors

Canada
Ernst & Young LLP(Canada)
Ernst & Young Tower
222 Bay Street
Toronto, ON
M5K 1J7

Reporting Accountants

England
Ernst & Young LLP(UK)
1 More London Place
London
SE1 2AF

Joint Broker

Mirabaud Securities LLP
33 Grosvenor Place
London
SW1X 7HY

Registrars

Computershare Investor Services Inc
100 University Avenue
9th Floor
Toronto, Ontario
M5J 2 Y1
Canada

Depositary

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ

Directors and Board Members

All Directors are Members of the Board

Lorne Abony (age 42) – Chief Executive Officer and Chairman

Lorne Abony is the Chief Executive Officer and President of Mood Media Corporation.

Mr. Abony co-founded FUN Technologies in 2002 which grew to become the world’s largest provider of online casual games and fantasy sports with over 35 million registered customers. In March 2006, FUN Technologies was acquired by Liberty Media Corp in a deal valuing the
company at circa US$484million.

Prior to founding FUN Technologies, Mr. Abony was the co-founder and former President of Petopia.com. Petopia was an online pet food and supply destination that was sold to Petco, the world’s largest pet products retailer in 2000.

Mr. Abony previously practised corporate and securities law at a major Toronto law firm. He holds an M.B.A. from Columbia Business School, an LL.B/J.D. from the International Law Center at the University of Windsor and a B.A. from McGill University. Mr. Abony is an Ambassador for the Province of New Brunswick and also served on the board of directors of both Jump TV and CinemaNow.

James Lanthier (age 37) – Chief Operating Officer

James Lanthier is Chief Operating Officer for Mood Media Corporation.

Mr Lanthier has well-built financial and operational expertise and has worked with Mr. Abony at Fluid Music and FUN technologies. James Lanthier was a member of the founding management team of FUN Technologies Inc, where he held a number of senior officer positions, including Chief Financial Officer and Chief Operating Officer, and played a principal role in FUN Technologies’ M&A activities, operations, and ultimate sale to Liberty Media.

Philippe von Stauffenberg (age 47) – Vice Chairman (Non-Executive)

Mr. von Stauffenberg joined Mood in 2007, as a non-executive director, prior to its acquisition by the Group in June 2010 and was appointed as a Director, the Company in July 2010.

Mr. von Stauffenberg is a founding partner of Solidus Partners, a private investment vehicle that invests in underperforming businesses and buy and build situations. Most recently, he built Mood Media through the acquisition of the three leading in-store media companies in Europe and ran the company as Executive Chairman during its integration and restructuring phase.

Previously, he acquired a significant stake in Klassik Radio, a company he helped develop and float on the German stock exchange where he is now chairman. Before that, he spent five years at Hicks Muse Tate & Furst (“HMTF”), where he led the investments in Temic/Microtune (Germany), Media Capital (Portugal) and EurotaxGlass’s (Europe) and was a board member in all of them. He was also interim CEO of Glass’s Guide.

Prior to joining HMTF, Mr. von Stauffenberg was Executive Chairman and majority shareholder of Heitmann International, a global leader in the technical localisation and translation business, which was acquired, managed and sold by him over a two-and-a-half year period. Mr. von Stauffenberg was also a Board member of Borg Instruments and Salford Capital Partners, and as part of his employment with Warburg, Pincus, was a board member of Danish Brands (Scandinavia and Germany), Tecnicas Medioambientales (Spain) and Luhns (Germany).

Prior to that, he was a consultant for Bain & Company in Munich. Mr. von Stauffenberg has BA and MA degrees from Harvard University and an MBA from Harvard Business School.

Justin Beckett (age 47) – Non-Executive Director

Mr. Beckett is the Founder and previous Chairman and CEO of the Company, which he led from 2004 until the Company’s initial public offering on the Toronto Stock Exchange in 2008. He was previously the Founder and CEO of SkillJam Technologies  which he led until the company’s sale to FUN Technologies in 2004.

Prior to founding SkillJam, Mr. Beckett was the Founder and CEO of
Music Gaming Inc., which he sold to Intermix/MySpace in 2001. In 2008, Mr. Beckett founded, and is currently the Chairman and CEO of, BTV247, Inc., a company which develops video based affinity networks. Mr. Beckett received his Bachelor of Arts from Duke University.

Richard Weil (age 56) – Non-Executive Director

Mr. Weil became the Chief Executive Officer and Managing Director of Sciplay in January 2010, an interactive joint venture between Scientific Games and Playtech, two of the leaders in the lottery and internet gaming sectors. Sciplay’s focus is on providing interactive solutions to regulated operators, like lotteries.

Mr. Weil managed his own consulting and advisory business primarily assisting companies in the interactive marketplace after exiting FUN Technologies. Until January 2007 Mr. Weil was the President of FUN Technologies. During his three year tenure he contributed to the raising of approximately US$80 million to fund the acquisition of eight interactive companies, oversaw the management of these business units and, in March 2006, assisted in the sale of 51 per cent. of FUN Technologies to Liberty Media Corp.

Prior to joining FUN in August 2004, Mr. Weil was the Corporate Vice President of International Business Development for Scientific Games Corporation. He joined Scientific Games Corporation (formerly known as Autotote) as Vice President of Manufacturing in 1994. During his time with the company, he assisted with numerous acquisitions (Scientific Games, MDI, and IGT On-line Systems) and contributed to major international growth and business development (specifically in South America and Europe).

Before working at Scientific Games, Mr. Weil was a senior management consultant at Monitor Company, a top-ten strategic planning and corporate development firm. Mr. Weil holds a Bachelor of Engineering Degree from Ryerson University in Toronto, and an MBA from New York University Stern School of Business.

Harvey Solursh (age 76) – Non-Executive Director

Mr. Solursh was a founding partner at Solursh, Feldman & Partners, Chartered Accountants, where he practised for 30 years. He was formerly a director of Fun and formerly a director and Chief Financial Office of CryptoLogic Inc. His areas of expertise include commercial financing, mortgage financing, property management and private placements.

Anatoli Plotkine (age 55) – Non-Executive Director

Dr. Plotkin was previously Chief Technology Officer of Cryptologic, where he led the development of its proprietary technology and software. Dr. Plotkin has a Ph.D. in Mathematics and has over twenty years’ of experience in software development. Dr. Plotkin has published a over forty papers on various topics in the field of computational physics. While in Russia, he specialised in designing algorithms for real time data processing under contract with the Russian military. Mr Plotkine also served as a director and Chief Operating Officer of FUN Technologies.

Statement detailing the rights of the Shareholders

Shareholder Statement

The Company is a Canadian company continued under the laws of Canada under the Canadian Business Corporations Act and as a result of this the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

For further details see “Effects of Canadian Domicile” in Part I of the Company’s admission document dated 13th September 2010.

Country of Incorporation

Canada

Public Exchanges

TORONTO STOCK EXCHANGE: Mood Media Corporation, formally known as Fluid Music Canada, Inc. listed on the Toronto Stock Exchange (“TSX”) on June 19, 2008 and trades under the ticker symbol: “MM”.

View our current stock quote.

View the company’s public filings via SEDAR.

Constitutional Documents

Articles of Association (pdf)

By-Law (pdf)

Corporate Name Change (pdf)

Securities in Issue

Number of common shares in issue: 159,794,063
Number of shares not in public hands: 82.8%

102,925,533 common shares representing 64.4% of the issued share capital of the Company are held through CDS & Co in Canada as part of depositary, settlement and clearing arrangements. These shares are included in the percentage of Common Shares that are not treated in public hands disclosed above as the directors of the Company do not have details of the underlying beneficial owners of such shares.

Significant shareholders:
CDS & Co – 102,925,533 common shares (64.4%)
Lorne Abony – 3,089,059 common shares (1.9%)

There are no restrictions on the transfer of the shares of the Company.Number of AIM securities in Issue.

Annual Reports

Annual audited accounts: December 2011 (pdf)

Interim financial statement: September 2011 (pdf)
Interim financial statement: June 2011 (pdf)
Interim financial statement: March 2011 (pdf)

Annual audited accounts: December 2010 (pdf)
Annual audited accounts: December 2009 (pdf)
Annual audited accounts: December 2008 (pdf)