QYOU Media Announces Non-Brokered Private Placement Offering

Rhea-AI Summary

QYOU Media (OTCQB: QYOUF), a creator-driven media company operating in India and the United States, has announced a non-brokered private placement offering of up to 25,000,000 Units at $0.03 per Unit, aiming to raise up to $750,000.

Each Unit consists of one Common Share and three-quarters of one common share purchase Warrant. Each whole Warrant allows the purchase of one Common Share at $0.06 for 24 months from closing. The offering, expected to close around September 5, 2025, will fund loan repayments, settle acquisition payments for Chatterbox Technologies Limited, and provide working capital.

Positive

• Potential to raise up to $750,000 in additional capital
• Strategic funding for debt repayment and working capital needs
• 24-month warrant provision offers potential additional funding at $0.06 per share

Negative

• 25% dilution for existing shareholders through the offering of 25 million new units
• Low offering price of $0.03 per unit indicates potential undervaluation
• Additional dilution possible through warrant exercises

TORONTO and LOS ANGELES, Aug. 25, 2025 /PRNewswire/ - QYOU Media Inc. (TSXV: QYOU) (OTCQB: QYOUF), a company operating in India and the United States producing and distributing content created by social media stars and digital content creators, announced today a Non-Brokered Private Placement Offering of up to 25,000,000 Units of the Company at a price of $0.03 per Unit for aggregate gross proceeds of up to $750,000. Each Unit will be comprised of one (1) Common Share in the capital of the Company and three-quarters (3/4) of one common share purchase Warrant of the Company. Each whole Warrant will entitle the holder thereof to purchase one (1) Common Share at a price of $0.06 per Common Share for a period of 24 months from the closing date of the Offering.

The Company requires the net proceeds of the Offering for: (i) the repayment of outstanding loans; (ii) the payment of amounts due from the original acquisition of the Company's subsidiary, Chatterbox Technologies Limited; and (iii) working capital and general corporate purposes.

The Offering is expected to close on or about September 5, 2025, or such other date as the Company may determine 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 Common Shares partially comprising the Units and the Common Shares underlying the Warrants will be subject to a four-month plus one day hold period commencing on the day of the closing of the Offering, pursuant to applicable Canadian securities laws. The Units issued pursuant to the Offering 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 news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About QYOU Media

Among the fastest growing creator driven media companies, QYOU Media operates in India and the United States through its subsidiaries, producing, distributing and monetizing content created by social media influencers and digital content stars. Our influencer marketing business in India, Chtrbox, is an influencer and marketing platform and agency, connecting brands/products and 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. The company is founded and managed by industry veterans from Lionsgate, MTV, Disney, Sony and TikTok. Experience our work at www.theqyou.com

Forward-Looking Statements

This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions which are intended to identify forward- looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the receipt of regulatory approvals of the Offering, closing of the Offering and the intended use of proceeds from the Offering.

Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Additional risks and uncertainties regarding the Company are described in its publicly available disclosure documents, filed by the Company on SEDAR+ (www.sedarplus.ca) except as updated herein. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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

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SOURCE QYOU Media Inc.

FAQ

What is the size and price of QYOUF's private placement offering?

QYOU Media is offering up to 25,000,000 Units at $0.03 per Unit, aiming to raise aggregate gross proceeds of up to $750,000.

How will QYOU Media use the proceeds from the private placement?

The proceeds will be used for repaying outstanding loans, paying amounts due from the Chatterbox Technologies Limited acquisition, and working capital and general corporate purposes.

What are the terms of the warrants in QYOUF's private placement?

Each Unit includes three-quarters of one warrant, with each whole warrant allowing the purchase of one Common Share at $0.06 for 24 months from the closing date.

When is QYOUF's private placement expected to close?

The offering is expected to close on or about September 5, 2025, subject to necessary approvals including TSX Venture Exchange approval.

What is the holding period for QYOUF's private placement securities?

The Common Shares and underlying Warrants will be subject to a four-month plus one day hold period from the closing date, under Canadian securities laws.