QYOU QYOU Media Inc

QYOU Media Inc. (TSXV:QYOU) (the “Company”) is pleased to announce today that, due to strong demand, it has agreed with Clarus Securities Inc. (“Clarus” or the “Lead Underwriter”) on behalf of a syndicate of underwriters including Canaccord Genuity Corp. and Gravitas Securities Inc. (collectively, the “Underwriters”), to increase the size of its previously announced C$5,000,016 “bought deal” offering. Pursuant to the upsized deal terms, the Underwriters have agreed to purchase, on a “bought deal” basis 35,714,400 units of the Company (the “Units”) of the Company at a price of C$0.28 per Unit (the “Offering Price”) for aggregate gross proceeds to the Company of C$10,000,032 (the “Offering”). Each Unit will be comprised of one common share of the Company (a “Unit Share”) and one half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share”) at a price of C$0.45 for a period of 24 months following the Closing Date (as defined below).

The Company has also agreed to grant the Underwriters an over-allotment option to purchase an additional 5,357,160 Units at the Offering Price, exercisable in whole or in part, for a period ending 30 days from and including the Closing Date. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be approximately C$11,500,036.80.

The Units will be offered in each of the provinces of British Columbia, Alberta and Ontario by short form prospectus. The Units may also be sold to United States purchasers on a private placement basis pursuant to an exemption from the registration requirements in Rule 144A of the United States Securities Act, and in those jurisdictions outside of Canada and the United States which are agreed to by the Company and Clarus, where the Units can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.

The Offering is expected to close on or about February 25, 2021 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.

The Company intends to use the net proceeds from the Offering to support the expansion and growth of distribution contracts, ad sales, content licensing and branding efforts in India on behalf of The Q India and QYOU Media India Pvt. Ltd., as well as for working capital and general corporate purposes.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of QYOU Media Inc. in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the United States Securities Act of 1933, as amended, and applicable state securities laws or unless an exemption from such registration is available.

About QYOU

QYOU operates in India and the United States producing and distributing content created by social media stars and digital content creators. In India, we curate, produce and distribute premium content including television networks and video on demand (“VOD”) for cable and satellite television, over-the-top (“OTT”) and mobile platforms. In the United States, we manage influencer marketing campaigns for major film studios and brands. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, QYOU’s millennial and Gen Z-focused content reaches more than 650 million consumers around the world. Experience our work at www.qyoumedia.com and www.theq.tv.

Contact Information

Curt Marvis, Chief Executive Officer416-368-6464, curt@theqyou.com

Forward-looking Statements

This press release contains certain forward-looking statements within the meaning of applicable securities laws, including statements regarding the Offering and the Closing Date. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on QYOU’s current projections and expectations about future events and other factors management believes are appropriate. Although QYOU believes that the assumptions underlying these forward-looking statements are reasonable, they may prove to be incorrect, and readers cannot be assured that the Offering and the closing thereof will be consistent with these forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements as a result of numerous factors, including certain risk factors, many of which are beyond QYOU’s control. Additional risks and uncertainties regarding QYOU are described in its publicly-available disclosure documents, filed by QYOU on SEDAR (www.sedar.com) except as updated herein. The forward-looking statements contained in this news release represent QYOU’s expectations as of the date of this news release, or as of the date they are otherwise stated to be made, and subsequent events may cause these expectations to change. QYOU undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

Neither the TSX Venture Exchange (the “Exchange”) nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.