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Mumbai, India and Toronto, Ontario--(Newsfile Corp. - June 10, 2021) - QYOU Media Inc. (TSXV: QYOU) (OTCQB: QYOUF), announced today an extension to its previously announced 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. As previously announced, an affiliate of Brand Capital International has agreed to an initial investment of US$2 million in common shares of QYOU Media at a price of C$0.32 per share, subject to the approval of the Reserve Bank of India, with an option to invest an additional US$6 million in common shares of QYOU Media. The completion of the investment was subject to, among other things, the approval of the Reserve Bank of India ("RBI") by June 10, 2021. BCCL has been working with the RBI to secure the approval and is in the process of responding to certain routine information requests from RBI. As a result of the delay in obtaining RBI approval, the parties have agreed to extend the deadline for RBI approval from June 10, 2021 to July 12, 2021.
Additionally, as previously announced, as part of the initial investment, Brand Capital International will also 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. The price per share of the Additional Purchase Right will be 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) $0.42. 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.
All other deal terms announced by QYOU Media on March 12, 2021, remain the same. The proposed investment remains subject to the approval of the Exchange.
The securities being offered to Brand Capital International 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 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. Brand Capital International 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.
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, 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.
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