QYOU Media Provides Update on Non-Brokered Private Placement Offering

Newsfile

March 12, 2025 11:30PM GMT

Los Angeles, California and Toronto, Ontario--(Newsfile Corp. - March 12, 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, it has amended its previously announced Non-Brokered Private Placement Offering. The Offering will consist of up to 70 million Units of the Company at a price of $0.03 per Unit for aggregate gross proceeds of up to $2.1 million. 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 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 to support QYOU Media, Inc.'s expenses related to the Chtrbox transaction (as disclosed in the Company's new release dated February 24, 2025) and anticipates they will be used primarily for legal, accounting and consulting fees along with final earnout payments from the original acquisition of Chtrbox by QYOU Media due to founding investors.

The Offering is expected to close on or about March 18, 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. 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, 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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