QYOU Media Raises $3 Million Via Bought Deal
June 25 2018 - 4:06PM
NOT FOR DISTRIBUTION TO UNITED STATES
NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES.
QYOU Media Inc. (TSXV:QYOU) (the “
Company” or
“
QYOU”) has today entered into an agreement with
Clarus Securities Inc., on behalf of a syndicate of underwriters
(collectively, the “
Underwriters”), pursuant to
which the Underwriters have agreed to purchase, on a bought deal
basis, 15,000,000 units (the “
Units”) of the
Company at a price of C$0.20 per Unit (the “
Offering
Price”) for aggregate gross proceeds to the Company of
C$3,000,000 (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$0.37 per Warrant
Share 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
2,250,000 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
C$3,450,000.
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
July 17, 2018 (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 for working capital and general corporate
purposes.
PowerOne Capital Markets Limited has also been appointed as a
special advisor to the Company.
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 is a fast-growing global media company that
curates and packages premium ‘best-of-the-web’ video for
multiscreen distribution. Founded and created by industry veterans
from Lionsgate, MTV, and CinemaNow, QYOU’s millennial-focused
products including linear television networks, genre-based series,
mobile apps, and video-on-demand formats reach millions of
customers on six continents. Distribution partners include Sinclair
Broadcast Group, Vodafone, 21st Century Fox, Liberty Global,
Telenor and TATA Sky. More information on QYOU Media can be found
at www.theqyou.com. and the Company’s SEDAR profile at
www.sedar.com.
Contact Information
Curt Marvis, Chief Executive
Officer310-869-8617, 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.
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