NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
TORONTO and DUBLIN, Ireland and LOS ANGELES, April 09, 2019 (GLOBE NEWSWIRE) -- QYOU Media Inc. (TSXV:QYOU) (the “Company” or “QYOU”) is pleased to announce that it has filed a preliminary short form prospectus in connection with a “best-efforts” offering of approximately 33,335,000 units (the “Units”) of the Company at a price of $0.06 per Unit for aggregate gross proceeds to the Company of approximately $2,000,100, assuming the offering is fully subscribed.
Each Unit will be comprised of one common share in the capital of the Company, one-half of one common share purchase warrant (each such whole common share purchase warrant, a “10 Cent Warrant”) and a second one-half of one common share purchase warrant (each such whole common share purchase warrant, a “12 Cent Warrant”). Each 10 Cent Warrant will be exercisable to purchase one common share in the capital of the Company (a “10 Cent Warrant Share”) at a price of $0.10 per 10 Cent Warrant Share for a period of six months following the closing of the offering (the “Closing Date”). Each 12 Cent Warrant will be exercisable to purchase one common share in the capital of the Company (a “12 Cent Warrant Share”) at a price of $0.12 per 12 Cent Warrant Share for a period of two years following the Closing Date.
Clarus Securities Inc. (the “Agent”) will act as lead agent and sole bookrunner in respect of the offering.
The Company has granted to the Agent an option exercisable, in whole or in part, at any time for a period of 30 days from and including the Closing Date, to purchase up to an additional 15% of the number of Units sold pursuant to the offering on the same terms as set forth above to cover over-allotments, if any, and for market stabilization purposes. In the event the over-allotment option is exercised in full, and assuming the maximum offering, the aggregate gross proceeds will be $2,300,115.
The Company has agreed to pay the Agent a cash commission equal to 7.0% of the gross proceeds realized from the sale of Units. The Company has also agreed to grant to the Agent such number of compensation options as is equal to 7.0% of the aggregate number of Units sold under the offering (the “Compensation Options”). Each Compensation Option will be exercisable to purchase one Unit of the Company at a price of $0.06 per Compensation Option Unit for a period of 24 months following the Closing Date.
The Units will be offered in each of the provinces of British Columbia, Alberta and Ontario by short form prospectus. The prospectus contains important information relating to the offering and is still subject to completion or amendment. For more information, potential investors should read the prospectus which is available on the Company’s SEDAR profile at www.sedar.com. There will not be any sale or acceptance of an offer to buy the Units until a receipt for a final short form prospectus has been issued.
The offering is expected to close on or about April 30, 2019 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 to continue to build out its operations in India, and for the purposes of content creation, content licensing, channel delivery, general administration and working capital and general corporate purposes.
The securities being offered pursuant to the offering 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.
About QYOU
QYOU Media Inc. is a fast-growing global media company that curates and packages premium content from leading digital video creators for multiscreen distribution. Founded and created by industry veterans from Lionsgate, MTV, and CinemaNow, QYOU’s millennial and Gen Z-focused products including linear television networks, genre-based series, mobile apps, and video-on-demand formats reach more than 500 million people around the world.
Contact Information
| Zoe Mumba Platform Communications for QYOU Media +44 (0) 207 486 holly@platformcomms.com | Natasha Roberton VP Marketing, QYOU Media +49 152 2254 7680 tash@qyoutv.com | |
| Jeff Walker, Investor Relations for QYOU Media +1 403 221 0915 jeff@howardgroupinc.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 offering, the approval of the TSX Venture Exchange of the offering and the listing of certain securities being issued thereunder, the receipt of any additional regulatory approvals required to complete the offering, the number of Units to be sold by the Company, the payment of the Agent’s fee and Compensation Options, the exercise of the over-allotment option and the expected use of proceeds from the offering. 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.