QYOU QYOU Media Inc

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

TORONTO, Oct. 6, 2023 /CNW/ - QYOU Media Inc. ("QYOU" or the "Company") (TSXV: QYOU) is pleased to announce a non-brokered private placement of up to 30,000,000 units of the Company ("Units") at a price of $0.07 per Unit (the "Offering"), for aggregate gross proceeds of up to approximately $2,100,000. Each Unit will be composed of one (1) common share in the capital of the Company (a "Share") and one (1) common share purchase warrant of the Company (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one (1) additional Share (a "Warrant Share") at a price of $0.10 per Warrant Share for a period of twenty-four (24) months from the closing date of the Offering, subject to an accelerated expiry date at the option of the Company in the event that the ten (10) day volume weighted average trading price of the Shares on the TSX Venture Exchange ("TSXV") for any ten (10) consecutive trading days is $0.25 or more.

The Offering is being completed pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106 Prospectus Exemptions and therefore the securities issued in the Offering will not be subject to a hold period in accordance with applicable Canadian securities laws. There is an offering document (the "Offering Document") related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at www.qyoumedia.com. Prospective investors should read this Offering Document before making an investment decision.

The Company intends to use the net proceeds from the Offering to build out its Maxamtech and QGamesMela gaming business, and for general working capital purposes, all as more particularly set forth in the Offering Document.

The Company may compensate certain finders with a cash commission of up to 7.5% of the aggregate gross proceeds of the Offering and issue finders warrants equal to up to 7.5% of the total number of Units subscribed for under the Offering. The finders warrants, to the extent they are issued, will entitle the holder to acquire one (1) Share at a price of $0.10 per Share for a period of 24 months.

The Offering is expected to close on or about October 13, 2023 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSXV.

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 (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.

The Company is pleased to announce that it has entered into an agreement with Digitonic Limited ("Digitonic") to provide marketing and investor relations services. Digitonic, an investor relations firm based in Glasgow, Scotland, will provide content creation, distribution, and advertising services focused on the North American market. Under the terms of the agreement Digitonic has agreed to provide investor relations and marketing services beginning immediately to the Company in exchange for an aggregate amount of one hundred and twenty-five thousand US dollars for a six month term.

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 and on connected TV, via channels Q Kahaniyan, Q GameX, Q Comedistaan & Sadhguru TV, we curate, produce and distribute premium content across television networks, VOD and OTT platforms, mobile phones, smart TV's and app-based platforms. In addition, QYOU has numerous additional content destinations, apps and gaming platforms engaging over 125 million Indian households weekly. 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. QGamesMela is a recently launched casual gaming business leveraging access to the large audience enjoyed by Q India products. 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

This press release contains certain forward-looking statements within the meaning of applicable securities laws. Words such as "expects'', "anticipates" and "intends" or similar expressions are intended to identify forward-looking statements. The forward-looking statements contained herein may include, but are not limited to, information concerning the completion of future investments, the approval of the Exchange of the investments, the approval of the Reserve Bank of India of future investments, the expected use of proceeds from the investment, and statements relating to the business and future activities of QYOU. 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 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.

SOURCE QYOU Media Inc.