/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
DISSEMINATION IN THE UNITED
STATES/
Initial US $2M
Strategic Investment from Division of India's
Largest Media Conglomerate to Drive Marketing and Strategy for
Expanding The Q
India Brand
MUMBAI, India and
TORONTO, March 12, 2021 /CNW/ - QYOU Media
Inc. (TSXV: QYOU) (OTCQB: QYOUF), led by The Q India, the
company's Hindi language youth-oriented channel available to over
700 million homes and devices in India, has agreed to terms for an initial
investment of US $2 million subject
to Reserve Bank of India approval
with an option to invest an additional US $6
million investment from Brand Capital International (BCI),
the strategic investment arm of Bennett, Coleman & Co. Ltd
("BCCL" or "The Times Group"), India's largest media conglomerate. The 183
year-old media company reaches over 700 million Indians every month
via 108 newspapers and magazines, 12 television channels, 73 radio
stations, 50+ websites and apps and 5000+ Outdoor sites. Brand
Capital International has a pioneering investment model that
supports the long-term brand building efforts for businesses
expanding in the Indian market.
Brand Capital International has agreed to purchase 9,025,000
common shares in the capital of QYOU Media at a price of C
$0.28 per share for an aggregate
investment of US $2 million (C
$2,527,000). This proposal is subject
to the prior approval from the Reserve Bank of India by April 23,
2021. Additionally, as part of the Initial Investment, BCI
shall be granted the additional right (the "Additional Purchase
Right"), exercisable between January 1,
2022 and March 31, 2022, to
purchase a further US $2 million of
common shares at a price equal to the greater of (i) the Applicable
Discounted Price (as defined below) based on the volume
weighted-average price of the common shares of QYOU Media on the
TSX Venture Exchange (the "Exchange") for a period of twenty
consecutive trading days ending on the day prior to the date of the
notice of exercise of such purchase right; and (ii) $0.29. The "Applicable Discounted Price" shall
mean a discount of (i) 25% if the applicable closing price of
common shares of QYOU Media is C$0.50
or less; (ii) 20% if the applicable closing price of common shares
of QYOU Media is between C$0.51 and
C$2.00; and (iii) 15% if the
applicable closing price of common shares of QYOU Media is
C$2.01 or above.
QYOU Media intends to use the proceeds of the initial US
$2 million investment by BCI to build
out its Indian operations, including distribution contracts, ad
sales, content licensing and branding efforts.
The parties have agreed to consider in good faith further
investments of US $2 million in each
of 2023 and 2024, as further described below.
The parties have agreed that an executive representative of
Brand Capital International or other Times Group entity will be
granted an observer position with the Board of Directors of QYOU
Media.
Launched in 2017, The Q India is an advertiser and
influencer marketing-supported Hindi language content brand,
channel and VOD provider. The Q delivers hit digital programming
from Indian social media stars and leading digital video creators
targeted to India's massive
under-25 demographic. The channel has now become one of
India's fastest growing youth
entertainment brands reaching 4.4 Gross Rating Points(GRP) on BARC
(Broadcast Audience Research Council) in February 2021.
With a growing library of over 850 programs, and beginning in
April with the addition of DD Free Dish, the channel will reach an
audience of 700 million via 88 million television homes with
partners including TATA Sky, Airtel DTH, SitiNetworks and DD Free
Dish; 380 million OTT users via platforms including ShemarooMe, MX
Player, ZEE5, and Dish Watcho; and 232 million users on mobile and
digital platforms including Snap, JioTV, Airtel Xstream, Amazon
Fire TV and Chingari. DD Free Dish is owned by Doordarshan,
India's state broadcaster, and
reaches 25% of India's Hindi
speaking market TV households.
The Brand Capital International model deploys The Times Group
branding expertise and intellectual capital to help entrepreneurs
with intricacies of the advertising business – helping them to plan
and build effective corporate branding strategies that lead to
growth and enterprise value creation. Neville Taraporewalla, President of Brand
Capital International stated, "We have been following the growth of
QYOU and they have a good understanding of the Indian audience.
With this proposed partnership, we believe that we can bring a
significant value to QYOU in India."
Curt Marvis, CEO and Co-Founder
of QYOU Media added, "Having Brand Capital International, the
strategic investment arm of the The Times Group, as a partner with
QYOU Media is a tremendously gratifying and important endorsement
as we continue to move towards becoming a dominant brand for young
India. Their strategic expertise
and massive experience as India's
largest media conglomerate makes their entry as a new partner on
our journey a truly important milestone. We look forward to working
with the entire organization as we aim to build a large and loyal
fan base of young Indians across television, OTT and mobile."
The parties were brought together by veteran India M&E
entrepreneur Ken Silverman, CEO of
Indus Global Media, a colleague of the partners of both
companies.
Closing of the initial US $2
million investment is subject to certain customary
conditions, including the approval of the Exchange and the Reserve
Bank of India. The common shares
of QYOU Media to be purchased by Brand Capital International will
be subject to a hold period of four months from the date of
issuance of such shares.
The securities being offered to BCI have not been, and will not
be, registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any U.S. state securities
laws and may not be offered or sold in the United States absent registration or an
available exemption from the registration requirement of the U.S.
Securities Act and applicable U.S. state securities laws. 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,
such securities being offered pursuant to the offering in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Details Regarding Potential 2023 and 2024 investments
Between each of January 1, 2023
and March 31, 2023 and January 1, 2024 and March
31, 2024, QYOU shall have the option of notifying BCI that
it would welcome a purchase by BCI of a further US$2 million of common shares of QYOU Media. The
parties contemplate that if BCI accepts such an offer, the common
shares of QYOU Media would be issued at a price equal to the
greater of (i) the Applicable Discounted Price based on the volume
weighted-average price of the common shares of QYOU Media on the
Exchange for a period of twenty consecutive trading days ending on
the day prior to the date of the notice of acceptance by BCI of
such offer; (ii) $0.28; and (iii) the
lowest permissible price permitted by the policy of the
Exchange.
About QYOU Media
QYOU Media operates in India
and the United States producing
and distributing content created by social media stars and digital
content creators. In India, QYOU
Media curates, produces and distributes premium content including
television networks and VOD for cable and satellite television, OTT
and mobile platforms. In the United
States, QYOU Media manages influencer marketing campaigns
for major film studios and brands. Founded and created by industry
veterans from Lionsgate, MTV, Disney and Sony, QYOU Media's
millennial and Gen Z-focused content reaches young consumers around
the world. Experience QYOU Media's work at www.qyoumedia.com and
www.theq.tv.
About Brand Capital International
Brand Capital International (BCI), headquartered in San Francisco, California is the strategic
investment arm of The Times Group, the largest media conglomerate
in India. BCI channels its deep
domain expertise and insights in the Indian media landscape to
steer early-stage and high-growth companies from across the globe
into the Indian market – propelling its companies to thrive in one
of the world's fastest growing markets. To learn more about Brand
Capital International, its investment thesis and its portfolio
companies, visit www.brandcapitalus.com.
Forward-Looking Statements
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 the
investments, the approval of the Exchange of the investments, the
approval of the Reserve Bank of India of the investments, the expected use of
proceeds from the investments, the terms and structure of the
potential additional investments in 2023 and 2024, and statements
relating to the business and future activities of QYOU Media. These
forward-looking statements are based on QYOU Media's current
projections and expectations about future events and other factors
management believes are appropriate. Although QYOU Media 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 Media's control. Additional
risks and uncertainties regarding QYOU Media are described in its
publicly-available disclosure documents, filed by QYOU Media on
SEDAR (www.sedar.com) except as updated herein. The forward-looking
statements contained in this news release represent QYOU Media'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 Media 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.
Join our shareholder chat group on Telegram:
http://t.me/QYOUMedia
SOURCE QYOU Media Inc.