QYOU QYOU Media Inc

QYOU Media Inc. (“QYOU” or the “Company”) (TSXV: QYOU) is pleased to announce that it has entered into an agreement with Clarus Securities Inc. (the “Agent”), pursuant to which the Agent has agreed to conduct, on a “best-efforts” marketed basis, an offering of up to 25,600,000 units of the Company (the “Units”) at a price of $0.125 per Unit (the “Offering Price”) for aggregate gross proceeds to QYOU of up to $3,200,000 (the “Offering”).

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one Common Share at an exercise price of C$0.20 for 24 months following the completion of the Offering.

The Company has granted the Agent an option (the “Over-allotment Option”), exercisable in whole or in part, to purchase up to an additional 3,840,000 Units for a period of 30 days from and including the Closing Date to cover over-allotments, if any, and for market stabilization purposes. The Agent shall be under no obligation whatsoever to exercise the Over-allotment Option in whole or in part. If the Over-allotment Option is exercised in full, the aggregate gross proceeds of the Offering will be C$3,680,000.

The Units will be offered by way of a prospectus supplement (the “Prospectus Supplement”) to QYOU’s short form base shelf prospectus dated July 7, 2022, of which the Prospectus Supplement will be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Alberta, British Columbia and Ontario and in jurisdictions outside of Canada as are agreed to by the Company and the Agent on a private placement or equivalent basis.

The Company intends to use the net proceeds from the Offering to build out its Indian operations, and for working capital and general corporate purposes.

The Offering is expected to close on or about November 17th, 2022 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 (“TSXV”).

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. persons absent registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About QYOU Media

One of the fastest growing creator-media companies, QYOU Media operates in India and the United States producing, distributing and monetizing content created by social media influencers and digital content stars. In India, under our flagship brand, The Q, we curate, produce and distribute premium content across television networks, VOD and OTT platforms, mobile phones, smart TV’s and app-based platforms. We now have 5 emerging content destinations engaging over 125 million Indian households weekly – The Q (mass entertainment), Q Marathi (regional content), Q Kahaniyan (animated content), Q Comedistaan (comedy focused) and our latest Q-GameX (live gaming). Our influencer marketing company, Chtrbox, has been a pioneer in India’s creator economy, leveraging data to connect brands to the right social media influencers. In the United States, we  power major film studios, game publishers and brands to create content and market via creators and influencers. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, QYOU Media’s millennial and Gen Z-focused content reaches more than one billion consumers around the world every month.  Experience our work at www.qyoumedia.com, www.theq.tv and www.theqyou.com and  www.chtrbox.com.  

Investor Relations Contact

Dave GentryRedChip Companies Inc.1-800-RED-CHIP (733-2447) or 407-491-4498QYOUF@redchip.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.