QYOU Media Completes Second Tranche of Non-Brokered Private Placement

Rhea-AI Summary

QYOU Media has completed the second tranche of its Non-Brokered Private Placement, issuing 24,320,001 Units at $0.03 per Unit for gross proceeds of $729,600. This brings the total offering to 60,986,668 Units, raising approximately $1,829,600.

Each Unit consists of one Common Share and three-quarters of one purchase Warrant, with each Warrant allowing the purchase of one Common Share at $0.06 until March 19, 2027. The company paid approximately $47,459.50 in finder's fees and issued Finder's Warrants for up to 1,909,483 additional Units.

Notably, company directors, officers, and insiders subscribed for 13,333,334 Units. All securities issued will have a four-month plus one day hold period ending July 20, 2025 for the first tranche and July 22, 2025 for the second tranche.

Positive

• Successful completion of $1.83M capital raise
• Strong insider participation with 13.3M units purchased
• Extended warrant exercise period until March 2027 provides future upside potential

Negative

• Significant dilution with 60.99M new units issued
• Low unit price of $0.03 indicates weak market valuation
• Additional dilution possible through 1.91M Finder's Warrants

Los Angeles, California and Toronto, Ontario--(Newsfile Corp. - March 21, 2025) - 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 that further to the Company's news releases dated February 24 and 25, 2025, and March 12 and 19, 2025, it has completed the second tranche of its previously announced Non-Brokered Private Placement Offering of Units. The Company issued 24,320,001 Units at a price of $0.03 per Unit for aggregate gross proceeds of approximately $729,600 in the second tranche of the Offering, bringing the total size of the Offering to 60,986,668 Units for aggregate gross proceeds of approximately $1,829,600.

Each Unit is composed 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 Warrant entitles the holder thereof to purchase one (1) Common Share at a price of $0.06 per Common Share until March 19, 2027.

To date, the Company has paid an aggregate of approximately $47,459.50 and issued Finder's Warrants to acquire up to an additional 1,909,483 Units as finder's fees to certain persons who assisted the Company in connection with the Offering. Each Finder's Warrant entitles the holder to acquire one (1) Unit, comprised of one (1) Common Share and three-quarters (3/4) of one Warrant, at a price of $0.05 per Unit until March 19, 2027. The Warrants issuable upon exercise of the Finder's Warrants entitle the holder thereof to acquire one (1) Common Share at a price of $0.06 per Common Share until March 19, 2027.

Pursuant to the Offering, directors, officers and insiders of the Company subscribed for 13,333,334 Units. Participation of these related parties in the Offering constitutes "a related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (MI 61-101). The private placement of Units to the related parties is exempt from the formal valuation and minority approval requirements of MI 61-101 and TSX Venture Exchange (TSXV) Policy 5.9 – Protection of Minority Security Holders in Special Transactions by the application of sections 5.5(a) and (b) and 5.7(1)(a) of MI 61-101 because the Common Shares trade on the TSXV and neither the fair market value of the Units being issued to related parties nor the consideration being paid by the related parties exceeds 25% of the Company's market capitalization as calculated for purposes of MI 61-101. No new insiders were created, nor has there been any Change of Control (pursuant to TSXV rules), as a result of subscriptions for Units under the Offering. The Company did not file a material change report more than 21 days before the expected closing of the Offering, as the details and amounts of the related party participation were not finalized until closer to the closing and the Company wished to close the Offering as soon as practicable for sound business reasons.

All securities issued in the Offering, including the Finder's Warrants and the Common Shares and Warrants underlying the Units, which are issuable upon exercise of the Finder's Warrants, will be subject to a four-month plus one day hold period ending July 20, 2025 if issued in the first tranche and July 22, 2025 if issued in the second tranche, pursuant to applicable Canadian securities laws. The Offering remains subject to the final approval of the TSX Venture Exchange.

The securities issued pursuant to the Offering have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (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. Founded and managed by industry veterans from Lionsgate, MTV, Disney, Sony and TikTok. QYOU Media's millennial and Gen Z-focused content has reached more than one billion consumers. Experience our work at www.theqyou.com.

Source: QYOU Media Inc.
Contact: Doug Barker
213-564-0007

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.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/245654

FAQ

How much did QYOU Media (QYOUF) raise in their latest private placement?

QYOU Media raised total gross proceeds of $1,829,600 through issuing 60,986,668 Units at $0.03 per Unit across both tranches.

What are the terms of QYOUF's warrant offering in March 2025?

Each warrant allows holders to purchase one Common Share at $0.06 until March 19, 2027.

How many units did insiders purchase in QYOUF's private placement?

Company insiders, directors, and officers subscribed for 13,333,334 Units in the private placement.

When does the hold period end for QYOUF's private placement securities?

The hold period ends July 20, 2025 for the first tranche and July 22, 2025 for the second tranche.