An anonymous director reports

QYOU MEDIA INC. COMPLETES FIRST TRANCHE OF PRIVATE PLACEMENT

QYOU Media Inc. has completed the first tranche of its previously announced non-brokered private placement of units of the company, as announced on Jan. 16, 2024, and Jan. 22, 2024. The company issued 15.3 million units at a price of seven cents per unit for aggregate gross proceeds of approximately $1,071,000 in the first tranche of the offering.

Each unit is composed of one common share in the capital of the company and one common share purchase warrant of the company. Each warrant entitles the holder thereof to acquire one additional share at a price of 10 cents per warrant share for a period of 24 months, subject to an accelerated expiry date at the option of the company in the event that the 10-day volume-weighted average trading price of the shares on the TSX Venture Exchange (TSX-V) for any 10 consecutive trading days is 25 cents or more.

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.

The units issued under the offering were offered to purchasers pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106 -- Prospectus Exemptions, and, therefore, the securities issued to such purchasers in the offering are not subject to a hold period pursuant to applicable Canadian securities laws. There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website.

The company paid an aggregate of approximately $78,400 and issued finders' warrants to acquire up to an aggregate of 1.12 million units on the same terms as the units issued in the offering as finders' fees to certain persons who assisted the company in connection with the first tranche of the offering. Each finder's warrant entitles the holder to acquire one unit, comprising one share and one warrant, at a price of seven cents per unit for a period of 24 months. The warrants issuable upon exercise of the finders' warrants entitle the holder thereof to acquire one share at a price of 10 cents per warrant share for a period of 24 months. The finders' warrants, and the shares and warrants underlying the units which are issuable upon exercise of the finders' warrants, are subject to a statutory four-month hold period pursuant to applicable Canadian securities laws. The offering is subject to the final approval of the TSX-V.

About QYOU Media Inc.

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 its flagship brand The Q, and on connected TV, via channels Q Kahaniyan, Q GameX, Q Comedistaan and Sadhguru TV, QYOU Media curates, produces and distributes premium content across television networks, VOD (video-on-demand) and OTT (over-the-top) platforms, mobile phones, smart televisions, and app-based platforms. In addition, QYOU has numerous additional content destinations, apps and gaming platforms engaging over 125 million Indian households weekly. QYOU Media's 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, QYOU Media powers 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.

We seek Safe Harbor.