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Brand Capital International, the strategic investment arm of The Times Group invests in the future of one of India's fastest growing youth-media brands

MUMBAI, India and TORONTO, Aug. 17, 2021 /CNW/ - QYOU Media Inc. (TSXV: QYOU) (OTCQB: QYOUF), today announced that Brand Capital International (BCI), the strategic investment arm of Bennett, Coleman & Co. Ltd. ("BCCL"), d/b/a The Times of India Group ("Times Group"), has completed its initial investment of US$2 million in common shares of QYOU Media ("QYOU") at a price of C$0.32 per share for a total issuance of 7,896,875 common shares of QYOU. Concurrent with its initial US$2M investment, the parties have built in opportunities for an incremental US$6M to be invested into QYOU by BCI. This transaction, announced earlier this year, was formally approved last week by the Reserve Bank of India.

The Times Group is India's oldest, largest and most diverse media conglomerate. It reaches over 700 million Indians every month via 108 national and regional newspapers and magazines, 73 radio stations, 12 television networks, 50+ websites and apps, and 5000+ outdoor sites. BCI, its Silicon Valley based venture capital arm, supports long-term brand building and business growth for Indian and international businesses expanding in the burgeoning Indian market.

QYOU, with offices in Toronto, Los Angeles, and Mumbai, has grown sharply in 2021 driven by the performance of The Q India, its rapidly growing, four-year-old advertiser supported and influencer-marketing supported Hindi language content brand. It includes The Q television channel and VOD offerings across multiple platforms. The Q delivers hugely popular digital programming from Indian social media stars and leading digital video creators targeting young Indian audiences. Its channel ratings have risen over 10X in the last six months from 4 Gross Rating Points as measured by the Broadcast Audience Ratings Council (BARC..the Nielsen of India) in February of 2021 to an average of 45 GRP for four consecutive months beginning in mid-April 2021. With a growing library of over 1100 programs, the channel now reaches an audience of over 794 million in India, including over 118 million television homes with distribution partners include DD Free Dish, TATA Sky, DISH TV, SitiNetworks, Den Networks, Hathway and d2h. The Q additionally reaches 676 million OTT, mobile and app-based users via platforms including JioTV, ShemarooMe, Snap, Chingari, Samsung TV Plus, Amazon Fire TV, and The Times Group's MX Player. QYOU is also expanding its advertising power in the India market via its subsidiary Chtrbox, one of India's leading influencer marketing firms.

QYOU intends to use the proceeds of the initial US$2 million investment by BCI to further build out its Indian cross-country branding, marketing and ad sales.  

As part of the initial investment, Neville Taraporewalla, President of The Times Group, North America & Brand Capital International, has been  granted an observer position with the Board of Directors of QYOU.

Neville Taraporewalla commented, "Since our first engagement with the QYOU Media leadership team we were able to find synergies and agreed on the common objective of 'Winning in India'. In order to achieve QYOU's objective to accelerate its operations in India, there is no better strategic partner than the Times Group to provide the necessary expertise to grow in a noisy complex market like India and help build an India strategy like we have for some of the leading global brands"

Curt Marvis, CEO and Co-Founder of QYOU commented, "We are thrilled to welcome Brand Capital and The Times Group on board as strategic investors.  During the time since our initial meeting, our business has continued to grow and we are realizing our goal of becoming a leading youth brand in India. The knowledge, expertise and support in the India market of India's largest media conglomerate will accelerate The Q India's rise to new levels of success. I am also happy to welcome Brand Capital's Neville Taraporewalla who will hold an Observer position on QYOU's Board of Directors."

The parties were brought together by veteran US-India M&E executive and entrepreneur, Ken Silverman, CEO of Indus Global Media, and a colleague of the partners of both companies. He stated, "The Times Group and QYOU are each in their own way pioneers and trendsetters in the Indian M&E space. They're both also deeply committed to serving young India, which is now more than 50% of the 1.3B population. Collaboration between them makes perfect sense. I anticipate absolutely stellar outcomes."

Transaction Details

In addition to the initial investment, QYOU granted BCI an additional purchase right exercisable between January 1, 2022 and March 31, 2022, to purchase a further US$2 million (C$2,527,000) of common shares of QYOU (the "Additional Purchase Right"). 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 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 is C$0.50 or less; (ii) 20% if the applicable closing price of common shares of QYOU is between C$0.51 and C$2.00; and (iii) 15% if the applicable closing price of common shares of QYOU is C$2.01 or above.

The parties have agreed to consider in good faith further investments of US$2 million in each of 2023 and 2024 for a total investment by BCI in QYOU of up to US$8 million. If BCI accepts such an offer, the common shares of QYOU 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 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.

All of the common shares issuable in connection with the initial investment are subject to a hold period expiring four months and one day after the date of issuance in accordance with Canadian securities laws.

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 operates in India and the United States producing and distributing content created by social media influencers and digital content creators. In India, The Q curates, produces and distributes premium content including television networks and VOD for cable and satellite television, OTT and mobile platforms. Our India based influencer marketing division, Chtrbox, is India's leading influencer marketing platform connecting brands and social media influencers. In the US, QYOU creates and manages high-profile influencer marketing campaigns for major film studios, game publishers and brands. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, QYOU's millennial and Gen Z-focused content reaches more than 712 million consumers around the world.  QYOU's and The Q's work can be experienced at www.qyoumedia.com and www.theq.tv 

About The Times Group

Founded in 1838, The Times Group is a long standing leader in the print business, as well as an emerging leader in all other forms of media, including radio, TV, magazines, out of home, and more. The Group's key brands include The Times of India, the world's largest broadsheet English daily; The Economic Times, India's largest (and the world's second largest) financial daily; Femina, India's largest women's magazine; Filmfare, India's largest English film magazine; Radio Mirchi, India's largest FM radio network; Times Now and ET Now, India's leading English news and business news channels and Zoom, a leading general entertainment channel. See:  www.TimesofIndia.com

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.

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 future investments, the approval of the Exchange of the investments, the approval of the Reserve Bank of India of future investments, the expected use of proceeds from the investment, and statements relating to the business and future activities of QYOU. 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.

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SOURCE QYOU Media Inc.

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