Form F-10 QYOU Media Inc.

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May 20, 2022 4:19 PM EDT

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As filed with the Securities and Exchange Commission on May 20, 2022

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-10

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

QYOU MEDIA INC.

(Exact name of Registrant as specified in its charter)

Not applicable
(Translation of Registrant’s name into English (if applicable))

	Ontario, Canada			7829			Not applicable
	(Province or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number (if applicable))			(I.R.S. Employer Identification Number (if applicable))

154 University Avenue, Unit 601,
Toronto, Ontario M5H 3Y9
Telephone: (647) 559-2700

(Address and telephone number of Registrant’s principal executive offices)

C T Corporation System
1015 15th Street N.W., Suite 1000
Washington, D.C., 20005
Telephone: (202) 572-3133

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies to:

Perry Dellelce
Wildeboer Dellelce LLP
365 Bay Street, Suite 800
Toronto Ontario M5H 2V1
Canada
(416) 361-3121

Curt Marvis
QYOU Media Inc.
154 University Avenue, Unit 601,
Toronto, Ontario M5H 3Y9
Canada
Telephone: (647) 559-2700

Thomas M. Rose
Shona Smith
Troutman Pepper Hamilton Sanders LLP
401 9th Street, N.W., Suite 1000
Washington, DC 20004
United States
Telephone: (757) 687-7715

Approximate date of commencement of proposed sale of the securities to the public:

From time to time after the effective date of this Registration Statement.

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

It is proposed that this filing shall become effective (check appropriate box)

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upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada).

☒

at some future date (check appropriate box below)

☐

pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).

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pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).

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pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.

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after the filing of the next amendment to this Form (if preliminary material is being filed).

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the U.S. Securities and Exchange Commission (the “Commission”), acting pursuant to Section 8(a) of the Act, may determine.

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PART I
INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

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A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities. This short form prospectus is referred to as a short form base shelf prospectus and has been filed under legislation in the provinces of Alberta, British Columbia and Ontario, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Information contained herein is subject to completion or amendment. A registration statement related to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be offered or sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This short form base shelf prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. See “Plan of Distribution”.

Information has been incorporated by reference in this short form base shelf prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from QYOU Media Inc. at 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9, telephone 647-559-2700, and are also available electronically at www.sedar.com.

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

May 20, 2022

QYOU MEDIA INC.

C$30,000,000

Common Shares
Subscription Receipts
Warrants
Units

QYOU Media Inc. (“QYOU” or the “Corporation”) may offer and sell, from time to time, common shares (the “Common Shares”), subscription receipts (the “Subscription Receipts”), warrants to purchase Common Shares, or other securities (the “Warrants”) or units comprised of one or more of the other securities described in this this Prospectus (as defined below) in any combination (the “Units”) (all of the foregoing, collectively, the “Securities”) or any combination thereof in one or more series or issuances up to an aggregate total offering price of C$30,000,000 (or the equivalent thereof in other currencies) during the 25-month period that the short form base shelf prospectus (the “Prospectus”), including any amendments thereto, remains effective. The Securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions at the time of sale and set forth in an accompanying prospectus supplement (a “Prospectus Supplement”).

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QYOU is permitted, under a multijurisdictional disclosure system (“MJDS”) adopted by the securities regulatory authorities in Canada and the United States, to prepare this Prospectus in accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States. The financial statements incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements of United States companies.

The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the Corporation is continued under the laws of Ontario, Canada, that some or all of its officers and directors may be residents of a country other than the United States, and the underwriters, dealers or agents named in any Prospectus Supplement may be residents of a country other than the United States, and a substantial portion of the assets of the Corporation and said persons may be located outside of the United States.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SECURITIES COMMISSION OF ANY STATE OF THE UNITED STATES OR ANY CANADIAN SECURITIES REGULATOR APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prospective investors should be aware that the acquisition of the Securities described herein may have tax consequences in Canada and the United States. Such consequences for investors who are resident in, or citizens of, the United States and Canada may not be described fully herein or in any applicable Prospectus Supplement. Prospective investors should read the tax discussion contained in this Prospectus under the headings “Certain Canadian Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” as well as the tax discussion contained in the applicable Prospectus Supplement with respect to a particular offering of Securities and consult your own tax advisor with respect to your own particular circumstances.

The specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, without limitation, where applicable: (i) in the case of Common Shares, the number of Common Shares being offered, the offering price, whether the Common Shares are being offered for cash, and any other terms specific to the Common Shares being offered; (ii) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the terms, conditions and procedures for the exchange of the Subscription Receipts into or for Common Shares and/or other securities of the Corporation and any other terms specific to the Subscription Receipts being offered; (iii) in the case of Warrants, the number of such Warrants offered, the offering price, whether the Warrants are being offered for cash, the terms, conditions and procedures for the exercise of such Warrants into or for Common Share or other securities of the Corporation and any other specific terms; and (iv) in the case of Units, the number of Units being offered, the offering price, the terms of the Common Shares, Subscription Receipts and/or Warrants underlying the Units, and any other specific terms.

Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the offering price of such Securities will be included in the Prospectus Supplement describing such Securities.

The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at-the-market distributions” as defined in National Instrument 44-102 — Shelf Distributions (“NI 44-102”), including sales made directly on the TSX Venture Exchange (the “TSXV”) or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such purpose. Any “at-the-market distributions” qualified under this Prospectus will be completed in accordance with Part 9 of NI 44-102. See “Plan of Distribution”.

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All information permitted, under applicable laws, to be omitted from this Prospectus that has been omitted will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus. Each Prospectus Supplement will be incorporated by reference into this Prospectus for the purposes of applicable securities legislation as of the date of the Prospectus Supplement and only for the purposes of the distribution of the Securities to which the Prospectus Supplement pertains. Prospective investors should read this Prospectus and any applicable Prospectus Supplement carefully before investing in any Securities issued pursuant to the Prospectus.

No underwriter, dealer or agent has been involved in the preparation of this Prospectus or performed any review of the contents of this Prospectus.

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities. The Corporation may offer and sell Securities to, or through, underwriters or dealers and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. A Prospectus Supplement relating to each issue of Securities offered pursuant to this Prospectus will set forth the names of any underwriters, dealers or agents involved in the offering and sale of such Securities and will set forth the terms of the offering of such Securities, the method of distribution of such Securities including, to the extent applicable, the proceeds to the Corporation, if any, and any fees, discounts, concessions or any other compensation payable to underwriters, dealers or agents and any other material terms of the plan of distribution.

In connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’, dealers’ or agents’ overallocation position acquires those Securities under this Prospectus regardless of whether the overallocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. The Securities may be sold from time to time in “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets for the Securities, and as set forth in the Prospectus Supplement for such purpose.

No underwriter or dealer involved in an “at-the-market distribution”, and no person or company acting jointly or in concert with an underwriter or dealer, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under this Prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter or dealer creating an over-allocation position in the Securities.

The outstanding Common Shares are listed for trading on the TSXV under the symbol “QYOU” and are quoted on the OTCQB Venture Market in the United States (the “OTCQB”) under the symbol “QYOUF”. On May 19, 2022, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was C$0.145 and on the OTCQB was US$0.1114. Unless otherwise specified in the applicable Prospectus Supplement, the Subscription Receipts, Units and Warrants will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Units and Warrants may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Common Shares, Subscription Receipts, Units and Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See “Risk Factors”.

The Corporation is authorized to issue an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. The holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of the shareholders of the Corporation, and each Common Share confers the right to one vote at all such meetings. Subject to the rights of the holders of the First Preferred Shares and Second Preferred Shares and any other class of shares ranking in priority to the Common Shares, the holders of Common

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Shares are entitled to receive and participate rateably in any dividends declared by the board of directors in the Corporation. Subject to the rights of the holders of First Preferred Shares and Second Preferred Shares and any other class of shares ranking in priority to the Common Shares, in the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purposes of winding up its affairs, the holders of the Common Shares are entitled to participate rateably in the distribution of the assets of the Corporation. See “Description of Securities”.

The registered and head office of the Corporation is located at 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9.

Curt Marvis and Steven Beeks, each a director or officer of the Corporation, reside outside Canada. Each of the aforementioned individuals have appointed QYOU Media Inc., 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9, as his agent for service of process in Canada. Prospective investors are advised that it may not be possible for investors to enforce judgments obtained in Canada against these individuals, even though such persons have appointed an agent for service of process.

Investing in the Securities involves significant risks. Prospective purchasers of the Securities should carefully consider the risk factors described under the heading “Risk Factors” and elsewhere in this Prospectus and in documents incorporated by reference in this Prospectus.

QYOU will file, with the (final) Prospectus, an undertaking with each of the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario that it will not distribute Securities that, at the time of distribution, are novel specified derivatives or novel asset-backed securities, without first pre-clearing with the applicable regulator, the disclosure to be contained in the Prospectus Supplement pertaining to the distribution of such Securities.

All references in this Prospectus and the documents incorporated by reference herein to “C$” refer to Canadian dollars, and references to “US$” refer to United States dollars. See “Currency Presentation and Exchange Rate Information”.

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	Page
ABOUT THIS PROSPECTUS		1
TRADEMARKS AND TRADE NAMES		2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION		2
FINANCIAL INFORMATION		3
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION		3
DOCUMENTS INCORPORATED BY REFERENCE		3
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT		5
WHERE YOU CAN FIND MORE INFORMATION		5
THE CORPORATION		5
CONSOLIDATED CAPITALIZATION		8
USE OF PROCEEDS		8
PLAN OF DISTRIBUTION		8
SELLING SECURITYHOLDERS		10
DESCRIPTION OF SHARE CAPITAL		10
DESCRIPTION OF SECURITIES BEING DISTRIBUTED		11
OTHER MATTERS RELATING TO THE SECURITIES		14
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		16
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS		16
PRIOR SALES		22
MARKET FOR SECURITIES		22
DIVIDEND POLICY		22
RISK FACTORS		22
TRANSFER AGENT AND REGISTRAR		26
INTEREST OF EXPERTS		26
LEGAL MATTERS		26
ENFORCEABILITY OF CIVIL LIABILITIES		27
CONTRACTUAL RIGHTS AND STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION		27

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ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references to QYOU or the Corporation include the direct and indirect subsidiaries of QYOU Media Inc., including its material operating subsidiaries: (i) QYOU Media India Private Ltd., a corporation governed by the laws of India; (ii) QYOU Productions Inc., a corporation governed by the laws of Canada; (iii) QYOU Limited, a corporation governed by the laws of Ireland; (iv) QYOU USA Inc., a corporation governed by the laws of Delaware; (v) QYOUTV International Limited, a corporation governed by the laws of Ireland; and (vi) Chatterbox Technologies Private Limited, a corporation governed by the laws of India.

Readers should rely only on the information contained or incorporated by reference in this Prospectus and any applicable Prospectus Supplement. The Corporation has not authorized anyone to provide readers with different or additional information. The Corporation is not making an offer to sell or seeking an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted by law. If anyone provides prospective investors with any different or inconsistent information, prospective investors should not rely on it. Readers should not assume that the information contained in this Prospectus and any applicable Prospectus Supplement is accurate as of any date other than the date on the front of such documents, regardless of the time of delivery of this Prospectus and any applicable Prospectus Supplement or of any sale of the Securities. The Corporation’s business, financial condition, results of operations and prospects may have changed since that date. Information contained on the Corporation’s website should not be deemed to be a part of this Prospectus or incorporated by reference herein and should not be relied upon by prospective investors for the purpose of determining whether to invest in the Securities.

The distribution or possession of this Prospectus in or from certain jurisdictions may be restricted by law. This Prospectus is not an offer to sell the Securities and is not soliciting an offer to buy the Securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale.

Unless otherwise indicated, market data and certain industry data and forecasts included in this Prospectus and the documents incorporated by reference herein concerning the Corporation’s industry and the markets in which the Corporation operates or seeks to operate were obtained from internal company surveys, market research, publicly available information, reports of governmental agencies and industry publications and surveys. QYOU has relied upon industry publications as the Corporation’s primary sources of third-party industry data and forecasts. The Corporation has not independently verified any of the data from third-party sources, nor has the Corporation ascertained the underlying assumptions relied upon therein. Similarly, internal surveys, industry forecasts and market research, which QYOU believes to be reliable based upon the Corporation’s knowledge of the industry, have not been independently verified, and QYOU does not know what assumptions were used in their preparation. By their nature, forecasts are particularly subject to change or inaccuracies, especially over long periods. While QYOU is not aware of any misstatements regarding the industry data presented herein or via the documents incorporated herein by reference, estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” in this Prospectus and the documents incorporated by reference herein. While the Corporation believes its internal research is reliable and market definitions are appropriate, neither such research nor definitions have been verified by any independent source.

The Corporation is concurrently filing with the SEC a registration statement on Form F-10 (the “U.S. Registration Statement”) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), relating to the Securities. This Prospectus, which constitutes part of the U.S. Registration Statement, provides prospective investors with a general description of the Securities that the Corporation may offer. Each time the Corporation sells Securities under the U.S. Registration Statement, it will file with the SEC a Prospectus Supplement that will contain specific information about the terms of that offering of Securities. A Prospectus Supplement may also add, update or change information contained in this Prospectus. Before a prospective investor invests, the prospective investor should read both this Prospectus and any applicable Prospectus Supplement together with additional information described under the heading “Documents Incorporated by Reference” herein and therein. This Prospectus, which constitutes a part of the U.S. Registration Statement, does not contain all of the information contained in the U.S. Registration Statement, certain items of which are contained in the exhibits to the U.S. Registration Statement as permitted by the

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rules and regulations of the SEC. Statements included in this Prospectus about the contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance, a prospective investor should refer to any applicable full version or more detailed description of the contract, agreement or other document, as may be available electronically on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and on the SEC’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) at www.sec.gov, for a more complete description of the matter involved. Each such statement is qualified in its entirety by such reference. Information on or connected to the Corporation’s website, even if referred to in a document incorporated by reference herein, does not constitute part of this Prospectus or any Prospectus Supplement.

TRADEMARKS AND TRADE NAMES

This Prospectus and the documents incorporated by reference herein may include certain trademarks and trade names that are protected under applicable intellectual property laws and are the property of the Corporation. Solely for convenience, the Corporation’s trademarks and trade names referred to in this Prospectus and the documents incorporated by reference herein may appear without the ® or TM symbol, but such references are not intended to indicate, in any way, that the Corporation will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. All other trademarks used in the Prospectus or the documents incorporated by reference herein are the property of their respective owners.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This Prospectus and the documents incorporated by reference herein and therein contain “forward-looking information” under applicable Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, as amended (collectively, “forward-looking information”). Except for statements of historical fact relating to the Corporation, information contained or incorporated by reference herein constitutes forward-looking information, including, but not limited to, any information as to the Corporation’s strategy, plans or future performance. Forward-looking information is characterized by words such as “seek”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “would”, “should”, “believe”, “objective”, “ongoing”, “imply”, “assumes”, “goal”, “likely” and similar references to future periods or the negatives of these words and expressions. In particular, forward-looking statements included or incorporated by reference in this Prospectus include, without limitation, statements with respect to:

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the Corporation’s ability to raise the financing necessary for its operations;

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the duration and effects of the COVID-19 Pandemic (as hereinafter defined) and any other pandemics on the Corporation’s workforce, business, operations and financial condition;

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the Corporation’s requirements for, and the ability to obtain, future funding on favorable terms or at all;

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the future outlook of the Corporation, including expenses, revenue and profitability;

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the Corporation’s business plans and strategies;

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the Corporation’s product, channel and program launches and development;

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the intention to grow the business and operations of the Corporation, including operations in India and the United States;

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future demographic makeup and targets;

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market, social and economic trends affecting the Corporation’s financial condition and results of operations;

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the Corporation’s working capital;

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the Corporation’s anticipated operating cash flow requirements in the future;

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the Corporation’s future cost structure, sales and marketing activities; and

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the Corporation’s ability to retain and access appropriate staff, management and expert advisers.

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Forward-looking information is based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation and management believe that the expectations reflected in such forward-looking information are reasonable and are based on reasonable assumptions and estimates as of the date hereof, there can be no assurance that these assumptions or estimates are accurate or that any of these expectations will prove accurate. Forward-looking information is inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the forward-looking information. These factors include: no assurance of active or liquid market; public markets and share prices; no existing public market for the Subscription Receipts, Warrants or Units; additional issuances and dilution; the Corporation’s Indian subsidiaries; broad discretion over the use of proceeds; U.S. holders of Common Shares may suffer adverse tax consequences; changes in tax laws; a significant number of Common Shares are owned by a limited number of existing shareholders; foreign private issuer risk; global conflicts; as well as those risk factors discussed or referred to herein and the risks described under the heading “Risk Factors” in the AIF (as defined below) filed with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario and available under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

Although the Corporation has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. There can be no assurance that the forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking information are made as of the date of this Prospectus or, in the case of documents incorporated by reference herein, as of the date of, or specified in, such documents. The Corporation undertakes no obligation to update any forward-looking information if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. Prospective investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking information due to the inherent uncertainty therein.

FINANCIAL INFORMATION

The financial statements of the Corporation are presented in Canadian dollars and such financial statements are prepared in accordance with IFRS. Unless otherwise indicated, any other financial information included or incorporated by reference in this Prospectus has been prepared in accordance with IFRS. In addition, unless otherwise indicated, all historical financial information included or incorporated by reference in this Prospectus is derived from financial statements prepared in accordance with IFRS. IFRS differs in certain material respects from United States generally accepted accounting principles (“U.S. GAAP”). As a result, certain financial information included or incorporated by reference in this Prospectus may not be comparable to financial information prepared by United States companies. This prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and U.S. GAAP.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

This Prospectus and the documents incorporated by reference herein contain references to United States dollars and Canadian dollars. Canadian dollars are referred to as “Canadian dollars” or “C$”. United States dollars are referred to as “United States dollars” or “US$”.

On May 19, 2022, the daily exchange rate for United States dollars expressed in terms of the Canadian dollar, as reported by the Bank of Canada, was US$1.00 = C$1.2809 or C$1.00 = US$0.781.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Prospectus from documents filed with the securities commissions or similar authorities in the provinces of Alberta, British Columbia and Ontario. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporation at 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9, telephone 647-559-2700, and are also available electronically under the Corporation’s SEDAR profile at www.sedar.com. The filings of the Corporation

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through SEDAR and the SEC’s Electronic Data Gathering and Retrieval (“EDGAR”) are not incorporated by reference in this Prospectus except as specifically set out herein.

The following documents, filed by the Corporation with the securities commissions or similar authorities in the provinces of Alberta, British Columbia and Ontario, are specifically incorporated by reference into, and form an integral part of, this Prospectus:

the annual information form of the Corporation dated May 20, 2022 for the fiscal period ended December 31, 2021 (the “AIF”);

the audited consolidated financial statements of the Corporation as at and for the fiscal period ended December 31, 2021 and year ended June 30, 2021, together with the notes thereto and the report of the auditors thereon;

the management’s discussion and analysis of the Corporation for the fiscal period ended December 31, 2021 and year ended June 30, 2021 (the “MD&A”); and

the management information circular of the Corporation dated May 19, 2022 for the annual and special meeting of shareholders held on June 29, 2022.

Any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 — Short Form Prospectus Distributions (“NI 44-101”) filed by the Corporation with the securities commissions or similar regulatory authorities in the applicable provinces and territories of Canada after the date of this Prospectus and prior to the date that is 25 months from the date of the (final) Prospectus shall be deemed to be incorporated by reference in the Prospectus.

In addition, to the extent that any document or information incorporated by reference into this Prospectus is included in any report on Form 6-K, Form 40-F, Form 20-F, Form 10-K, Form 10-Q or Form 8-K (or any respective successor form) that is filed with or furnished by the Corporation to the SEC after the date of this Prospectus, that document or information shall be deemed to be incorporated by reference as an exhibit to the U.S. Registration Statement of which this Prospectus forms a part. The Corporation may also incorporate other information filed with or furnished to the SEC under the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), if and to the extent expressly provided therein.

Any statement contained in this Prospectus or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein modifies, replaces or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

A Prospectus Supplement containing the specific terms of an offering of Securities will be delivered to purchasers of such Securities together with the Prospectus and will be deemed to be incorporated by reference into the Prospectus as of the date of such Prospectus Supplement, but only for the purposes of the offering of Securities covered by that Prospectus Supplement.

Upon a new annual information form and the related annual financial statements being filed by the Corporation with the applicable securities commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements (and in each case related management’s discussion and analysis for such periods) and material change reports filed prior to the commencement of the Corporation’s financial year in which the new annual information form is filed shall be deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. Upon interim consolidated financial statements and the accompanying management’s discussion and analysis being filed by the Corporation with the

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applicable securities regulatory authorities during the period that this Prospectus is effective, the previous interim consolidated financial statements and the accompanying management’s discussion and analysis filed shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus. In addition, upon a new management information circular for the annual meeting of shareholders being filed by the Corporation with the applicable securities regulatory authorities during the period that this Prospectus is effective, the previous management information circular filed in respect of the prior annual meeting of shareholders shall no longer be deemed to be incorporated into this Prospectus for purposes of future offers and sales of Securities under this Prospectus.

DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT

The following documents have been or will be filed with the SEC as part of the U.S. Registration Statement of which this Prospectus forms a part:

(a)

the documents referred to under “Documents Incorporated by Reference”;

(b)

the consent of MNP LLP, the Corporation’s independent auditors;

(c)

the consent of Wildeboer Dellelce LLP, the Corporation’s Canadian counsel;

(d)

the consent of Troutman Pepper Hamilton Sanders LLP, the Corporation’s United States counsel; and

(e)

powers of attorney from certain of the Corporation’s directors and officers, as applicable (included in the U.S. Registration Statement).

A copy of the form of warrant indenture or subscription receipt agreement, as applicable, will be filed by post- effective amendment or by incorporation by reference to documents filed or furnished with the SEC under the U.S. Exchange Act.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation is required to file with the securities commission or authority in each of the applicable provinces of Canada annual and quarterly reports, material change reports and other information. In addition, the Corporation is subject to the information requirements of the U.S. Exchange Act, and, in accordance with the U.S. Exchange Act, the Corporation also files reports with, and furnishes other information to, the SEC. Under the MJDS adopted by the United States and Canada, these reports and other information (including financial information) may be prepared in accordance with the disclosure requirements of Canada, which differ in certain respects from those in the United States. As a “foreign private issuer” (within the meaning of the rules under the U.S. Exchange Act), the Corporation is exempt from the rules under the U.S. Exchange Act prescribing the furnishing and content of proxy statements, and the Corporation’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. In addition, the Corporation is not required to publish financial statements as promptly as U.S. companies.

The Corporation’s reports and other information filed or furnished with or to the SEC are available from EDGAR at www.sec.gov, as well as from commercial document retrieval services. The Corporation’s Canadian filings are available on SEDAR at www.sedar.com. Unless specifically incorporated by reference herein, documents filed or furnished by the Corporation on SEDAR or EDGAR are neither incorporated in nor part of this Prospectus.

THE CORPORATION

General

The full corporate name of the Corporation is “QYOU Media Inc.” The Corporation was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.” Effective March 13, 2017, the Corporation completed a reverse takeover transaction under the policies of the TSXV pursuant to which QYOU Media Holdings Inc. became a wholly-owned subsidiary of the Corporation and the security holders of QYOU Media Holdings Inc. became security holders of the Corporation (the

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“Transaction”). QYOU Media Holdings Inc. is the entity resulting from the amalgamation of QYOU Media Inc. (as it was then called) and 2561287 Ontario Ltd. (then a wholly-owned subsidiary of the Corporation) on March 13, 2017. In connection with the Transaction, the Corporation filed articles of amendment to change its name to “QYOU Media Inc.” and was continued into Ontario on March 29, 2017 under the Business Corporations Act (Ontario). Subsequently, on March 31, 2017, the Corporation’s Common Shares resumed trading on the TSXV under the symbol “QYOU”. Following the Transaction, the Corporation now carries on the business of QYOU and its subsidiaries. On July 1, 2021, the Corporation amalgamated with its subsidiary, QYOU Media Holdings Inc.

The registered and head office of QYOU is located at 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9.

Summary Description of the Business

The Corporation operates in India and the United States producing and distributing content created by social media stars and digital content creators. In India, through the Corporation’s flagship brand, The Q India, and its broadcast and digital channels, The Q Marathi, the Q Kahaniyan and The Q Comedistaan, the Corporation curates, produces and distributes premium content, including television networks and video on demand (“VOD”) for cable and satellite television, over-the-top (“OTT”) platforms, connected TVs and mobile platforms. In the United States, the Corporation manages influencer marketing campaigns for major film studios, gaming companies and other consumer brands. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, the Corporation’s millennial and Gen Z-focused content reaches more than one billion consumers around the world. Experience the Corporation’s work at www.qyoumedia.com and www.theq.tv.

Prior to the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19” (the “COVID-19 Pandemic”), the Corporation’s United States influencer marketing business was primarily booking customers to use influencers to promote the launch of major theatrical motion pictures in the United States. With the closure of theaters due to the COVID-19 Pandemic, this business segment pivoted into a number of new areas, including premium VOD (replacing theatrical with major studio releases going direct to consumer), subscription VOD and retail/apparel. Management believes the Corporation’s influencer marketing business is well-positioned to grow as brands rely more heavily on influencers to reach their target audience of millennials and Gen-Z.

The following diagram presents the inter-corporate relationships among the Corporation and its wholly-owned subsidiaries as at the date hereof.

[MISSING IMAGE: tm2215490d1-fc_qyoubw.jpg]

Indian Operations

The Corporation’s Indian business is primarily conducted through its Indian subsidiary, QYOU Media India Private Limited (“QYOU India”). When the Corporation began its operations in India, they were primarily conducted through one of the Corporation’s Irish subsidiaries, QYOU Limited. As the Corporation’s Indian operations grew, including satellite transmission of its channel and entering into agreements with distributors and content providers, all conducted under Indian law, the Corporation created QYOU India as a separate Indian corporation to carry out these operations. The primary language used by QYOU India to

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conduct its business is English. The Corporation maintains direct legal and accounting relationships in India supported by its Canadian and US-based legal and accounting teams. Prior to the COVID-19 Pandemic, the Corporation’s Chief Executive Officer made visits to India a minimum of once per quarter. Currently, the Corporation’s Chief Executive Officer has visited India once in 2022 and regularly conducts video calls between the Corporation’s management and those in India multiple times per week.

The Corporation’s current business in India has been built on a three-phase strategy: (i) build a product in the form of a linear channel and corresponding VOD offering that features the best of short form content in India from sources including YouTube, Facebook, Instagram, SnapChat, Chingari and other sources; (ii) use that product to secure distribution across major television, OTT and mobile partnerships; and (iii) use that distribution and associated increased viewership to drive advertising revenues. On June 15, 2021, the Corporation completed the acquisition of Chatterbox Technologies Private Limited (“Chtrbox”) to expand its data-driven influencer marketing and delivery to QYOU India’s broadcast operations. The third phase of monetization began in 2021, with a steep rise in ratings beginning to be experienced by The Q Hindi language channel during the three months ended December 31, 2020, and continuing throughout 2021 and into Q1 2022. It is expected that this growth could continue and now includes the addition of one new broadcast channel, The Q Marathi and two new digital channels for Smart TV’s, The Q Kahanayan and The Q Comedistaan.

The Corporation directly holds an 88% equity interest of QYOU India, with the remaining 12% equity interest held by two minority shareholders. QYOU India has three directors, being Curt Marvis (the Chief Executive Officer and a director of the Corporation), and two independent directors who reside in India. QYOU India has two officers who both reside in India. The minute books and corporate records of QYOU India are kept with the Corporation’s legal counsel in India, with copies sent to the Corporation. The Corporation currently rents office space in Mumbai and Delhi, India. As the majority shareholder of QYOU India, the Corporation holds ultimate decision-making authority over the entity by virtue of its ability to elect QYOU India’s directors, who in turn appoint QYOU India’s officers. There are no shareholders’ agreements, or other understandings or agreements between the Corporation and the other shareholders of QYOU India.

The Corporation directly holds a 97% equity interest of Chtrbox, with the remaining 3% equity interest held by a group of minority shareholders, which remaining 3% will be purchased by the Corporation over the next three years pursuant to a share purchase agreement dated May 31, 2021. Chtrbox has five directors, being Curt Marvis (the Chief Executive Officer and a director of the Corporation), two representatives of QYOU India and two independent directors who reside in India. The minute books and corporate records of Chtrbox are kept with the Chtrbox’s corporate counsel in India, with copies sent to the Corporation. As the majority shareholder of Chtrbox, the Corporation holds ultimate decision-making authority over the entity by virtue of its ability to elect Chtrbox’s directors, who in turn appoint Chtrbox’s officers. There are no shareholders agreements, or other understandings or agreements between the Corporation and the other shareholders of Chtrbox.

The Corporation’s principal assets in India are the shares in the capital of QYOU India and Chtrbox held by the Corporation, a trademark over the QYOU India name and the cash assets of both QYOU India and Chtrbox. The Corporation’s legal counsel in India assisted in the incorporation of QYOU India and its share issuances, as well as its trademark filings, the status of which have been verified by intellectual property searches. The Corporation’s legal counsel in India assisted with the acquisition of Chtrbox, including performing due diligence and ensuring the acquisition complied with local laws. The Chief Executive Officer of the Corporation, who is based in North America, has control over the bank accounts of QYOU India. Any funds that are generated by the Corporation directly (including the net proceeds of any offering of Securities) are kept in North America until a need in India (if any) arises and is approved. All monies disbursed by the Corporation to India follow a process of (a) submission of a request for funds with a spreadsheet outlining expense items; (b) a review and discussion, if needed, to confirm amount and use of all funds to be disbursed; and (c) a two-authentication wire (approved by the Corporation) to disburse funds.

The legal regime governing the media business in India in which QYOU India and Chtrbox operate is a well-developed, established and stable environment. Many foreign companies operate in India in this line of business, and the Corporation is not aware of any laws or customs that might materially and adversely impact the Corporation’s ownership of its assets in India. Specifically, there are no restrictions on foreign companies holding shares of companies incorporated in India, provided that at least one of the company’s directors is a

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resident of India. The Corporation is in compliance with this requirement. The Corporation has obtained all permits, licenses and regulatory approvals required for the conduct of its business as presently conducted in India, except where the failure to obtain such permits, licenses and approvals would not have a material adverse effect on the business of the Corporation. In respect of QYOU India’s distribution of its content via satellite, QYOU India has sublicensed satellite capacity from a third party, which is common practice in India. In addition, QYOU India and Chtrbox are required to hold certain standard business licenses, file taxes and otherwise comply with local and federal laws generally applicable to a company with business operations or activities in India. In order to comply with Indian laws, the Corporation relies on its directors, employees, consultants and minority shareholders with local experience in India. The Corporation also relies on external service providers with specific Indian expertise as required or when deemed prudent (including accounting professionals and legal counsel). The Corporation is not aware of, and has not received notice of, any non-compliance with any requirements with respect to permits, licenses or other regulatory approvals required to carry on its business in India as currently conducted.

Three of the Corporation’s directors, being Scott Paterson (Chairman), Curt Marvis (Chief Executive Officer) and Steven Beeks, all have experience conducting business in India. Mr. Paterson conducted business with Indian companies during his tenure at JumpTV Inc., Mr. Marvis when he was Chief Executive Officer of CinemaNow, and Mr. Beeks as Chief Operating Officer of Lions Gate Entertainment Corporation. The minority shareholders of QYOU India also have extensive experience conducting business in the country. The Corporation is also in regular contact with its various service providers, including legal counsel, accountants, banks, and contracting partners in India to monitor the laws and requirements of India, the role that the government of India has in foreign operations in the country, local business culture and practices, and any differences in banking systems and controls between North America and India.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capital of the Corporation, on a consolidated basis, since the date of the Annual Financial Statements, which are incorporated by reference in this Prospectus. As of the date hereof, there are 408,293,807 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Corporation’s share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

The net proceeds to QYOU from any offering of Securities, the proposed use of those proceeds and the specific business objectives that the Corporation expects to accomplish with such proceeds will be set forth in the applicable Prospectus Supplement relating to that offering of Securities.

There may be circumstances where, on the basis of results obtained or for other sound business reasons, a re- allocation of funds may be necessary or prudent. Accordingly, management will have broad discretion in the application of the proceeds of an offering of Securities. The actual amount that the Corporation spends in connection with each intended use of proceeds may vary significantly from the amounts specified in the applicable Prospectus Supplement and will depend on a number of factors, including those referred to under “Risk Factors” and any other factors set forth in the applicable Prospectus Supplement. The Corporation may invest funds which it does not immediately use. Such investments may include short-term marketable investment grade securities. The Corporation may, from time to time, issue securities (including debt securities) other than pursuant to this Prospectus. See “Risk Factors”.

PLAN OF DISTRIBUTION

The Corporation may, from time to time, during the 25-month period that the Prospectus remains valid, offer for sale and issue any of the Securities. The Corporation may issue and sell up to C$30,000,000, in the aggregate, of Securities.

The Corporation may sell the Securities, separately or together, to or through underwriters or dealers, and also may sell Securities to one or more other purchasers directly or through agents. Each Prospectus

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Supplement will set forth the terms of the offering, including the name or names of any underwriters, dealers or agents and any fees or compensation payable to them in connection with the offering and sale of a particular series or issue of Securities, the public offering price or prices of the Securities and the proceeds to the Corporation from the sale of the Securities.

The Securities may be sold, from time to time in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices, including in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets for the Securities, and as set forth in the Prospectus Supplement for such purpose. The prices at which the Securities may be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of Securities at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the Securities at the initial offering price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed, from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers for the Securities is less than the gross proceeds paid by the underwriters to the Corporation. No underwriter or dealer involved in an “at-the-market distribution”, and no person or company acting jointly or in concert with an underwriter or dealer, may, in connection with the distribution, enter into any transaction that is intended to stabilize or maintain the market price of the Securities or securities of the same class as the Securities distributed under this Prospectus, including selling an aggregate number or principal amount of Securities that would result in the underwriter or dealer creating an over-allocation position in the Securities.

Underwriters, dealers and agents who participate in the distribution of the Securities may be entitled under agreements to be entered into with the Corporation to indemnification by the Corporation against certain liabilities, including liabilities under the U.S. Securities Act and Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. Such underwriters, dealers and agents may be customers of, engage in transactions with, or perform services for, the Corporation in the ordinary course of business.

The sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102, including sales made directly on the TSXV or other existing trading markets for the Common Shares, and as set forth in the Prospectus Supplement for such purpose. Sales of Common Shares under an “at-the-market distribution”, if any, will be made pursuant to an accompanying Prospectus Supplement. Sales of Common Shares under any “at-the-market” program will be made in transactions that are deemed to be “at-the-market distributions” as defined in NI 44-102. The volume and timing of any “at-the-market distributions” will be determined at the Corporation’s sole discretion. No underwriter or dealer involved in an “at-the-market distribution” as defined under the applicable Canadian securities legislation, no affiliate of such underwriter or dealer and no person acting jointly or in concert with such underwriter or dealer will over-allot these Common Shares in connection with an offering of these Common Shares or effect any other transactions that are intended to stabilize the market price of the Common Shares.

In connection with any offering of Securities, other than an “at-the-market distribution”, the underwriters may over- allot or effect transactions which stabilize or maintain the market price of the Securities offered at a level above that which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. A purchaser who acquires Securities forming part of the underwriters’ or dealers’ overallocation position acquires those Securities under this Prospectus regardless of whether the overallocation position is ultimately filled through the exercise of the over-allotment option or secondary market purchases. No underwriter or dealer involved in an “at the market distribution”, as defined in NI 44-102, no affiliate of such an underwriter or dealer and no person acting jointly or in concert with such an underwriter or dealer will over allot Securities in connection with such distribution or effect any other transactions that are intended to stabilize or maintain the market price of the Securities.

Unless otherwise specified in the applicable Prospectus Supplement, the Corporation does not intend to list any of the Securities other than the Common Shares on any securities exchange. Unless otherwise specified in the applicable Prospectus Supplement, the Subscription Receipts, Units and Warrants will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement,

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there is no market through which the Subscription Receipts, Units and Warrants may be sold and purchasers may not be able to resell any such Securities purchased under the Prospectus. This may affect the pricing of the Subscription Receipts, Units and Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. No assurances can be given that a market for trading in Securities of any series or issue will develop or as to the liquidity of any such market, whether or not the Securities are listed on a securities exchange.

SELLING SECURITYHOLDERS

Securities may be sold under this Prospectus by way of secondary offering by or for the account of certain of the Corporation’s securityholders. Any Prospectus Supplement filed in connection with an offering of Securities by selling securityholders will include the following information: (a) the names of the selling securityholders; (b) the number or amount of Securities owned, controlled or directed of the class being distributed by each selling securityholder; (c) the number or amount of Securities of the class being distributed for the account of each selling securityholder; (d) the number or amount of Securities of any class to be owned, controlled or directed by the selling securityholders after the distribution and the percentage that number or amount represents of the total number of the Corporation’s outstanding Securities; (e) whether the Securities are owned by the selling securityholders both of record and beneficially, of record only, or beneficially only; (f) where applicable, the disclosure required by Form 44-101F1 of NI 44-101, and selling securityholders will file a non-issuer’s submission to jurisdiction form with the applicable Prospectus Supplement; and (g) all other information that is required to be included in the applicable Prospectus Supplement. Selling securityholders will not engage in at-the-market distributions under this Prospectus.

DESCRIPTION OF SHARE CAPITAL

Share Capital

The authorized share capital currently consists of an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. The following is a summary of the rights, privileges, restrictions and conditions attached to the First Preferred Shares, Second Preferred Shares and Common Shares but does not purport to be complete. Reference should be made to the Articles of the Corporation and the full text of their provisions for a complete description thereof, which are available under the Corporation’s SEDAR profile at www.sedar.com. See also “Description of Capital Structure” in the AIF.

First Preferred Shares, Second Preferred Shares and Common Shares

The First Preferred Shares and the Second Preferred Shares may be issued from time to time in one or more series. The First Preferred Shares of each series rank equally with the First Preferred Shares of every other series and are entitled to preference over the Second Preferred Shares, the Common Shares and the shares of any other class ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the assets of the Corporation among its shareholders for the purpose of winding up its affairs (any such dividend or distribution, a “Distribution”). Subject to the rights of the holders of the First Preferred Shares, the Second Preferred Shares of each series rank equally with the Second Preferred Shares of every other series and are entitled to preference over the Common Shares and shares of any other class ranking junior to the Second Preferred Shares with respect to a Distribution.

Each of the Common Shares entitles the holder thereof to receive notice of, attend and vote at all meetings of the shareholders of the Corporation, and each Common Share confers the right to one vote at all such meetings. Subject to the rights of the holders of First Preferred Shares and Second Preferred Shares and any other class of shares ranking senior to the Common Shares, the holders of Common Shares are entitled to receive and participate rateably in any Distribution of the assets of the Corporation to all shares at the time outstanding.

Holders of First Preferred Shares, Second Preferred Shares and Common Shares have no pre-emptive rights, conversion rights or rights of redemption in connection with such shares.

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DESCRIPTION OF SECURITIES BEING DISTRIBUTED

Common Shares

See “Description of Share Capital” above.

Subscription Receipts

The following description sets forth certain general terms and provisions of Subscription Receipts that may be issued hereunder and is not intended to be complete. Subscription Receipts may be issued at various times which will entitle holders thereof to receive, upon satisfaction of certain release conditions and for no additional consideration, Common Shares, Warrants, Units or any combination thereof. The Subscription Receipts may be offered separately or together with other Securities, as the case may be. Subscription Receipts will be issued pursuant to one or more subscription receipt agreements (each, a “Subscription Receipt Agreement”), each to be entered into between the Corporation and an escrow agent (the “Escrow Agent”) that will be named in the relevant Prospectus Supplement. Each Escrow Agent will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as a trustee. If underwriters or agents are used in the sale of any Subscription Receipts, one or more of such underwriters or agents may also be a party to the Subscription Receipt Agreement governing the Subscription Receipts sold to or through such underwriter or agent.

The statements made in this Prospectus relating to any Subscription Receipt Agreement and Subscription Receipts to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the applicable Subscription Receipt Agreement. You should refer to the Subscription Receipt Agreement relating to the specific Subscription Receipts being offered for the complete terms of the Subscription Receipts. A copy of any Subscription Receipt Agreement relating to an offering or Subscription Receipts will be filed by the Corporation with the securities regulatory authorities in applicable Canadian offering jurisdictions and the United States after the Corporation has entered into it, and such Subscription Receipt Agreement will be available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The particular terms of each issue of Subscription Receipts will be described in the related Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable:

•

the designation and aggregate number of such Subscription Receipts being offered;

•

the price at which such Subscription Receipts will be offered and whether the price is payable in installments;

•

the designation, number and terms of the Common Shares, Warrants, Units or any combination thereof to be received by the holders of such Subscription Receipts upon satisfaction of the release conditions, and any procedures that will result in the adjustment of those numbers;

•

the conditions (the “Release Conditions”) that must be met in order for holders of such Subscription Receipts to receive, for no additional consideration, Common Shares Warrants, Units or any combination thereof and the consequences of such conditions not being satisfied;

•

the procedures for the issuance and delivery of the Common Shares, Warrants, Units or any combination thereof to holders of such Subscription Receipts upon satisfaction of the Release Conditions;

•

whether any payments will be made to holders of such Subscription Receipts upon delivery of the Common Shares, Warrants, Units or any combination thereof upon satisfaction of the Release Conditions;

•

the identity of the Escrow Agent;

•

the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds from the sale of such Subscription Receipts, together with interest and income earned thereon (collectively, the “Escrowed Funds”), pending satisfaction of the Release Conditions;

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•

the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed Funds to the Corporation upon satisfaction of the Release Conditions and if the Subscription Receipts are sold to or through underwriters or agents, the terms and conditions under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a portion of their fees or commissions in connection with the sale of the Subscription Receipts;

•

procedures for the refund by the Escrow Agent to holders of such Subscription Receipts of all or a portion of the subscription price of their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the Release Conditions are not satisfied;

•

any contractual right of rescission to be granted to initial purchasers of such Subscription Receipts in the event that this Prospectus, the Prospectus Supplement under which Subscription Receipts are issued or any amendment hereto or thereto contains a misrepresentation;

•

any entitlement of the Corporation to purchase such Subscription Receipts in the open market by private agreement or otherwise;

•

if the Subscription Receipts are issued as a Unit with another Security, the date, if any, on and after which the Subscription Receipts and the other Security will be separately transferable;

•

whether the Corporation will issue such Subscription Receipts as global securities and, if so, the identity of the depository for the global securities;

•

whether the Corporation will issue such Subscription Receipts as bearer securities, as registered securities or both;

•

provisions as to modification, amendment or variation of the Subscription Receipt Agreement or any rights or terms of such Subscription Receipts, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Warrants, Units or other securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Corporation’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;

•

whether the Corporation will apply to list such Subscription Receipts on any exchange;

•

the material United States and Canadian federal income tax consequences of owning the Subscription Receipts; and

•

any other material terms or conditions of such Subscription Receipts.

Rights of Holders of Subscription Receipts Prior to Satisfaction of Release Conditions

The holders of Subscription Receipts will not be, and will not have the rights of, shareholders of the Corporation. Holders of Subscription Receipts are entitled only to receive Common Shares, Warrants, Units or a combination thereof, as applicable, on exchange or conversion of their Subscription Receipts, plus any cash payments, all as provided for under the Subscription Receipt Agreement and only once the Release Conditions have been satisfied.

Escrow

The Subscription Receipt Agreement will provide that the Escrowed Funds will be held in escrow by the Escrow Agent, and such Escrowed Funds will be released to the Corporation (and, if the Subscription Receipts are sold to or through underwriters or agents, a portion of the Escrowed Funds may be released to such underwriters or agents in payment of all or a portion of their fees in connection with the sale of the Subscription Receipts) at the time and under the terms specified by the Subscription Receipt Agreement. If the Release Conditions are not satisfied, holders of Subscription Receipts will receive a refund of all or a portion of the subscription price for their Subscription Receipts, plus their pro-rata entitlement to interest earned or income generated on such amount, if provided for in the Subscription Receipt Agreement, in accordance with the terms of the Subscription Receipt Agreement.

Modifications

The Subscription Receipt Agreement will specify the terms upon which modifications and alterations to the Subscription Receipts issued thereunder may be made by way of a resolution of holders of Subscription

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Receipts at a meeting of such holders or consent in writing from such holders. The number of holders of Subscription Receipts required to pass such a resolution or execute such a written consent will be specified in the Subscription Receipt Agreement.

The Subscription Receipt Agreement will also specify that the Corporation may amend the Subscription Receipt Agreement and the Subscription Receipts, without the consent of the holders of the Subscription Receipts, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of the holder of outstanding Subscription Receipts or as otherwise specified in the Subscription Receipt Agreement.

Units

The following description sets forth certain general terms and provisions of the Units that may be issued hereunder and is not intended to be complete. Units may be issued at various times comprising any combination of the other Securities described in this Prospectus. Each Unit will be issued so that the holder of such Unit is also the holder of each Security comprising such Unit. Therefore, the holder of a Unit will have the rights and obligations of a holder of each included Security (except in some cases where the right to transfer an included Security of a Unit may not occur without the transfer of the other included Security comprising part of such Unit). The Units may be offered separately or together with other Securities, as the case may be.

The particular terms of each issue of Units will be described in the related Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable:

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the designation and aggregate number of Units;

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the price at which the Units will be offered;

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the designation and terms of the Units and the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;

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any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units;

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whether the Corporation will apply to list the Units or the Securities comprising the Units on any exchange;

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the material United States and Canadian federal income tax consequences of owning the Units, including how the purchase price paid will be allocated among the Securities comprising the Units; and

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whether the Units and the Securities comprising the Units will be issued in fully registered or global form.

Warrants

The Corporation may issue Warrants for the purchase of Common Shares. Warrants may be issued independently or together with Common Shares and Subscription Receipts offered by any Prospectus Supplement and may be attached to, or separate from, any such offered Securities. Warrants will be issued under one or more warrant agreements entered into between the Corporation and a warrant agent named in the applicable Prospectus Supplement.

The Warrants may be offered separately or together with other Securities, as the case may be. Warrants may be issued at various times under one or more warrant indenture to be entered into by the Corporation and one or more banks or trust companies acting as warrant agent. The Corporation will deliver an undertaking to the securities regulatory authority in Alberta, British Columbia and Ontario, pursuant to which the Corporation will agree not to distribute pursuant to this Prospectus, as it may be supplemented or amended, any Warrants that are novel, including Warrants that are convertible into or exchangeable or exercisable for securities of an entity other than the Corporation or its affiliates, unless the applicable Prospectus Supplement(s) pertaining to the distribution of the novel securities is either (a) first approved for filing by the securities commissions or similar regulatory authorities in Alberta, British Columbia and Ontario where such novel securities are distributed, or (b) ten (10) business days have elapsed since the date of delivery

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to the applicable securities regulatory authority of the draft Prospectus Supplement in substantially final form and the applicable securities regulatory authority has not provided written comments on the draft Prospectus Supplement.

The statements made in this Prospectus relating to any warrant indenture and Warrants to be issued under this Prospectus are summaries of certain anticipated provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the provisions of the applicable warrant indenture. You should refer to the warrant indenture relating to the specific Warrants being offered for the complete terms of the Warrants. A copy of any warrant indenture relating to an offering or Warrants will be filed by the Corporation with the securities regulatory authorities in applicable Canadian offering jurisdictions and the United States after the Corporation has entered into it, and such warrant indenture will be available electronically on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

The particular terms of each issue of Warrants will be described in the related Prospectus Supplement. This description may include, but may not be limited to, any of the following, if applicable:

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the designation and aggregate number of Warrants;

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the price at which the Warrants will be offered;

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the designation, number and terms of the Common Shares or Units, as applicable, purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;

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the date on which the right to exercise the Warrants will commence and the date on which such right will expire;

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the exercise price of the Warrants;

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if the Warrants are issued as a Unit with another Security, the date, if any, on and after which the Warrants and the other Security will be separately transferable;

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any minimum or maximum amount of Warrants that may be exercised at any one time;

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any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;

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whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions;

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provisions as to modification, amendment or variation of the warrant indenture or any rights or terms of such Warrants, including upon any subdivision, consolidation, reclassification or other material change of the Common Shares, Units or other securities, any other reorganization, amalgamation, merger or sale of all or substantially all of the Corporation’s assets or any distribution of property or rights to all or substantially all of the holders of Common Shares;

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the material United States and Canadian federal income tax consequences of owning the Warrants; and

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any other material terms or conditions of the Warrants.

Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities issuable upon exercise of the Warrants.

OTHER MATTERS RELATING TO THE SECURITIES

General

The foregoing descriptions of the terms of the Subscription Receipts, Warrants and Units set forth certain general terms and provisions of such Securities. The particular terms and provisions of the Subscription Receipts, Warrants and Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described herein may apply to them, will be described in the Prospectus Supplement filed in respect of such Securities.

The Corporation reserves the right to include in a Prospectus Supplement specific terms pertaining to Subscription Receipts, Warrants and Units that are not within the descriptions set forth in this Prospectus,

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provided that such Securities will not be specified derivatives or asset-backed securities. To the extent that any terms or provisions or other information pertaining to Subscription Receipts, Warrants and Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Securities. If applicable, prospective investors should rely on information in the applicable Prospectus Supplement and read this Prospectus. Securities offered under this Prospectus may be issued in certificated form or in book-entry-only form.

Certificated Form

Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Corporation’s transfer agent and registrar or the applicable trustee.

Book-Entry-Only Form

Securities issued in “book-entry-only” form must be purchased, transferred or redeemed through participants (“participants”) in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will be a participant of the depository. On the closing of a book-entry-only offering, the Corporation will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry-only form will be entitled to a certificate or other instrument from the Corporation or the depository evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser.

Each purchaser of such Securities will receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry-only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.

If the Corporation determines, or the depository notifies us in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry-only Securities and the Corporation is unable to locate a qualified successor, or if the Corporation at its option elects, or are required by law, to terminate the book-entry system then such Securities will be issued in certificated form to holders or their nominees.

Transfer or Conversion of Securities

Certificated Form

Transfer of ownership or conversion of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Corporation’s transfer agent and registrar and the terms of the agreement or indenture governing or certificates representing such Securities, as applicable.

Book-Entry-Only Form

Transfer of ownership or conversion of Securities held in book-entry-only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.

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Payments and Notices

Certificated Form

Any payment of a dividend or other payment in respect of a Security, as applicable, will be made by the Corporation, and any notices in respect of a Security will be given by the Corporation, directly to the registered holder of such Security, unless the applicable agreement or indenture in respect of such Security provides otherwise.

Book-Entry-Only Form

Any payment of a dividend or other payment in respect of a Security, as applicable, will be made by the Corporation to the depository or its nominee, as the case may be, as the registered holder of the Security and the Corporation understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.

As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the Corporation’s responsibility and liability in respect of notices or payments on the Securities is limited to giving or making payment of any dividend or other payment due on the Securities to the depository or its nominee.

Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Corporation understands that under existing industry practices, if the Corporation requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry-only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Corporation, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.

The Corporation, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry-only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada or to an investor who is a resident of Canada of acquiring, owning and disposing of any of the Securities offered thereunder. Canadian investors should read the tax discussion in any Prospectus Supplement with respect to a particular offering and consult their own tax advisors with respect to their own particular circumstances.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

Subject to the limitations and qualifications stated herein, this discussion sets forth material U.S. federal income tax considerations relating to the acquisition, ownership and disposition by U.S. Holders (as hereinafter defined) of the Common Shares. The discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, and the Canada-United States Income Tax Convention (1980) as amended (the “Treaty”) all as currently in effect and all subject to change at any time, possibly with retroactive effect. This summary

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applies only to U.S. Holders. This discussion of a U.S. Holder’s tax consequences addresses only those persons that acquire Common Shares in an offering and that hold those Common Shares as capital assets (generally, property held for investment). In addition, it does not describe all of the tax consequences that may be relevant in light of a U.S. Holder’s particular circumstances, including state and local tax consequences, estate and gift tax consequences, alternative minimum tax consequences, and tax consequences applicable to U.S. Holders subject to special rules, such as:

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banks, insurance companies, and certain other financial institutions;

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U.S. expatriates and certain former citizens or long-term residents of the United States; dealers or traders in securities who use a mark-to-market method of tax accounting;

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persons holding Common Shares as part of a hedging transaction, “straddle,” wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to Common Shares;

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persons whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar;

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brokers, dealers or traders in securities, commodities or currencies;

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tax-exempt entities or government organizations;

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partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes;

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regulated investment companies or real estate investment trusts;

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persons who acquired the Common Shares pursuant to the exercise of any employee stock option or otherwise as compensation;

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persons holding the Common Shares in connection with a trade or business, permanent establishment, or fixed base outside the United States; and

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persons who own (directly or through attribution) 10% or more (by vote or value) of the outstanding Common Shares.

If an entity that is classified as a partnership for U.S. federal income tax purposes holds Common Shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Common Shares and partners in such partnerships are encouraged to consult their tax advisers as to the particular U.S. federal income tax consequences of holding and disposing of Common Shares.

A “U.S. Holder” is a holder who, for U.S. federal income tax purposes, is a beneficial owner of Common Shares and is:

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an individual who is a citizen or individual resident of United States;

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a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

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an estate the income of which is subject to U.S. federal income taxation regardless of its source;

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a trust if (1) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust or (2) the trust has a valid election in effect to be treated as a U.S. person under applicable U.S. Treasury Regulations.

PERSONS CONSIDERING AN INVESTMENT IN COMMON SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES APPLICABLE TO THEM RELATING TO THE ACQUISITION, OWNERSHIP AND DISPOSITION OF THE COMMON SHARES, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS.

Passive Foreign Investment Company Rules

If the Corporation is classified as a passive foreign investment company (a “PFIC”) in any taxable year, a U.S. Holder will be subject to special rules generally intended to reduce or eliminate any benefits from the

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deferral of U.S. federal income tax that a U.S. Holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.

A non-U.S. corporation will be classified as a PFIC for any taxable year in which, after applying certain look-through rules, either:

•

at least 75% of its gross income is passive income (such as interest income); or

•

at least 50% of its gross assets (determined on the basis of a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income.

The Corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation, the equity of which it owns, directly or indirectly, 25% or more (by value).

Based on the composition of the Corporation’s income and the value of its assets, the Corporation believes that it was not a PFIC for United States federal income tax purposes for the taxable year ending June 30, 2021 and, based on estimates of the Corporation’s income and assets for the current taxable year, the Corporation believes that it will not be a PFIC for the current taxable year. A separate determination must be made after the close of each taxable year as to whether the Corporation is a PFIC for that year, and as a result, its PFIC status may change from year to year. The total value of the Corporation’s assets for purposes of the asset test generally will be calculated using the market price of the Common Shares, which may fluctuate considerably. Fluctuations in the market price of the Common Shares may result in the Corporation’s being a PFIC for any taxable year. Because of the uncertainties involved in establishing the Corporation’s PFIC status, there can be no assurance regarding if the Corporation currently is treated as a PFIC or may be treated as a PFIC in the future.

If the Corporation is classified as a PFIC in any year with respect to which a U.S. Holder owns the Common Shares, the Corporation will continue to be treated as a PFIC with respect to such U.S. Holder in all succeeding years during which the U.S. Holder owns the Common Shares, regardless of whether the Corporation continues to meet the tests described above unless the Corporation ceases to be a PFIC and either (x) the U.S. Holder has made a “deemed sale” election under the PFIC rules or (y) for the period immediately preceding the Corporation’s ceasing to be a PFIC the Common Shares were subject to a mark-to-market election. If the “deemed sale” election is made, a U.S. Holder will be deemed to have sold the Common Shares the U.S. Holder holds at their fair market value and any gain from such deemed sale would be subject to the rules described below. After the deemed sale election, so long as the Corporation does not become a PFIC in a subsequent taxable year, the U.S. Holder’s Common Shares with respect to which such election was made will not be treated as shares in a PFIC and the U.S. Holder will not be subject to the rules described below with respect to any “excess distribution” the U.S. Holder receives from the Corporation or any gain from an actual sale or other disposition of the Common Shares. U.S. Holders should consult their tax advisors as to the possibility and consequences of making a deemed sale election if the Corporation ceases to be a PFIC and such election becomes available.

For each taxable year the Corporation is treated as a PFIC with respect to U.S. Holders, U.S. Holders will be subject to special tax rules with respect to any “excess distribution” such U.S. Holder receives and any gain such U.S. Holder recognizes from a sale or other disposition (including, under certain circumstances, a pledge) of Common Shares, unless (i) such U.S. Holder makes a qualified electing fund election (a “QEF Election”) or (ii) the Common Shares constitute “marketable” securities, and such U.S. Holder makes a mark-to-market election as discussed below. Absent the making of a QEF Election or a mark-to-market election, distributions a U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions a U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the Common Shares will be treated as an excess distribution. Under these special tax rules:

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the excess distribution or gain will be allocated ratably over a U.S. Holder’s holding period for the Common Shares;

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the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Corporation became a PFIC, will be treated as ordinary income; and

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the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Common Shares cannot be treated as capital, even if a U.S. Holder holds the Common Shares as capital assets.

In addition, if the Corporation is a PFIC, a U.S. Holder will generally be subject to similar rules with respect to distributions the Corporation receives from, and the Corporation’s dispositions of the stock of, any of the Corporation’s direct or indirect subsidiaries that also are PFICs, as if such distributions were indirectly received by, and/or dispositions were indirectly carried out by, such U.S. Holder. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to the Corporation’s subsidiaries.

If a U.S. Holder makes an effective QEF Election, the U.S. Holder will be required to include in gross income each year, whether or not the Corporation makes distributions, as capital gains, such U.S. Holder’s pro rata share of the Corporation’s net capital gains and, as ordinary income, such U.S. Holder’s pro rata share of the Corporation’s earnings in excess of the Corporation’s net capital gains. U.S. Holders should be aware that, for each tax year, if any, that the Corporation is a PFIC, it can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that the Corporation will make available to U.S. Holders the information such U.S. Holders require to make a QEF Election with respect to the Corporation or any subsidiary, and as a result, a QEF Election may not be available to U.S. Holders. U.S. Holders should consult with their own tax advisors regarding the potential application of the PFIC rules to the ownership and disposition of the Common Shares and the availability of certain U.S. tax elections under the PFIC rules.

U.S. Holders also can avoid the interest charge on excess distributions or gain relating to the Common Shares by making a mark-to-market election with respect to the Common Shares, provided that the Common Shares are “marketable.” Common Shares will be marketable if they are “regularly traded” on certain U.S. stock exchanges or on a foreign stock exchange that meets certain conditions. For these purposes, the Common Shares will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded. The Common Shares are listed on the TSXV, which is a qualified exchange for these purposes. Consequently, if the Common Shares remain listed on the TSXV and are regularly traded, and you are a holder of Common Shares, the Corporation expects the mark-to-market election would be available to U.S. Holders if the Corporation is a PFIC. Each U.S. Holder should consult its tax advisor as to the whether a mark-to-market election is available or advisable with respect to the Common Shares.

A U.S. Holder that makes a mark-to-market election must include in ordinary income for each year an amount equal to the excess, if any, of the fair market value of the Common Shares at the close of the taxable year over the U.S. Holder’s adjusted tax basis in the Common Shares. An electing holder may also claim an ordinary loss deduction for the excess, if any, of the U.S. Holder’s adjusted basis in the Common Shares over the fair market value of the Common Shares at the close of the taxable year, but this deduction is allowable only to the extent of any net mark-to-market gains for prior years. Gains from an actual sale or other disposition of the Common Shares will be treated as ordinary income, and any losses incurred on a sale or other disposition of the shares will be treated as an ordinary loss to the extent of any net mark-to-market gains for prior years. Once made, the election cannot be revoked without the consent of the Internal Revenue Service (the “IRS”), unless the Common Shares cease to be marketable.

However, a mark-to-market election generally cannot be made for equity interests in any lower-tier PFICs that the Corporation owns, unless shares of such lower-tier PFIC are themselves “marketable.” As a result, even if a U.S. Holder validly makes a mark-to-market election with respect to the Common Shares, the U.S. Holder may continue to be subject to the PFIC rules (described above) with respect to its indirect interest in any of the Corporation’s investments that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS TO DETERMINE WHETHER ANY OF THESE ELECTIONS WOULD BE AVAILABLE AND IF SO, WHAT THE CONSEQUENCES OF THE ALTERNATIVE TREATMENTS WOULD BE IN THEIR PARTICULAR CIRCUMSTANCES.

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Each U.S. shareholder of a PFIC is required to file a Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund containing such information as the United States Treasury Department (the “U.S. Treasury”) may require. U.S. Holders should consult their tax advisors regarding the requirements of filing such information returns under these rules.

THE CORPORATION STRONGLY URGES YOU TO CONSULT YOUR TAX ADVISOR REGARDING THE IMPACT OF THE CORPORATION’S PFIC STATUS ON YOUR INVESTMENT IN THE COMMON SHARES AS WELL AS THE APPLICATION OF THE PFIC RULES TO YOUR INVESTMENT IN THE COMMON SHARES.

Cash Dividends and Other Distributions

Subject to the discussion under “Passive Foreign Investment Company Rules” above, to the extent there are any distributions made with respect to the Common Shares, a U.S. Holder generally will be required to include in its gross income distributions received with respect to its Common Shares (including the amount of Canadian taxes withheld, if any) as dividend income, but only to the extent that the distribution is paid out of the Corporation’s current or accumulated earnings and profits (computed using U.S. federal income tax principles), with the excess treated first as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in its Common Shares and, thereafter, as capital gain recognized on a sale or exchange on the day actually or constructively received by the holder (as described below under “Sale or Disposition of Common Shares”). There can be no assurance that the Corporation will maintain calculations of the Corporation’s earnings and profits in accordance with U.S. federal income tax accounting principles. U.S. Holders should therefore assume that any distribution with respect to the Common Shares will constitute ordinary dividend income. Dividends paid on the Common Shares will not be eligible for the dividends received deduction allowed to U.S. corporations.

Dividends paid to a non-corporate U.S. Holder by a “qualified foreign corporation” may be subject to reduced rates of taxation if certain holding period and other requirements are met. A qualified foreign corporation generally includes a foreign corporation if (i) its Common Shares are readily tradable on an established securities market in the United States or it is eligible for benefits under a comprehensive U.S. income tax treaty that includes an exchange of information program and which the U.S. Treasury has determined is satisfactory for these purposes and (ii) if such foreign corporation is not a PFIC (as discussed above) for either the taxable year in which the dividend is paid or the preceding taxable year.

Subject to applicable limitations and provided the Corporation is eligible for the benefits of the Treaty or the Common Shares are readily tradable on a United States securities market, dividends paid by the Corporation to non-corporate U.S. Holders generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that the Corporation not be classified as a PFIC in the tax year of the distribution or in the preceding tax year. U.S. Holders should consult their own tax advisors regarding the availability of the reduced tax rate on dividends in light of their particular circumstances.

Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will generally be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should generally not be required to recognize foreign currency gain or loss in respect of the dividend income.

If a U.S. Holder is subject to Canadian withholding taxes (at the rate applicable to such U.S. Holder) with respect to dividends paid on the Common Shares, such U.S. Holder may be entitled to receive either a deduction or a foreign tax credit for such Canadian taxes paid. Complex limitations apply to the foreign tax credit. Dividends paid by the Corporation generally will constitute “foreign source” income and generally will be categorized as “passive category income.” Because the foreign tax credit rules are complex, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.

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Sale or Disposition of Common Shares

A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of the Common Shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of the Common Shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the Common Shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, which election must be applied consistently from year to year and cannot be changed without the consent of the IRS, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the Common Shares determined in U.S. dollars. The initial tax basis of the Common Shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the Common Shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the Common Shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, which election must be applied consistently from year to year and cannot be changed without the consent of the IRS, the spot exchange rate in effect on the settlement date). An accrual basis U.S. Holder that does not make the special election will recognize exchange gain or loss to the extent attributable to the difference between the exchange rates on the sale date and the settlement date, and such exchange gain or loss generally will constitute ordinary income or loss.

Subject to the discussion under “Passive Foreign Investment Company Rules” above, such gain or loss will be capital gain or loss and will be long-term gain or loss if the Common Shares have been held for more than one year. Under current law, long-term capital gains of non-corporate U.S. Holders generally are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders are encouraged to consult their own tax advisors regarding the availability of the U.S. foreign tax credit in their particular circumstances.

Medicare Contribution Tax

Certain U.S. Holders that are individuals, estates or certain trusts must pay a 3.8% tax, or “Medicare contribution tax”, on their “net investment income.” Net investment income generally includes, among other things, dividend income and net gains from the disposition of stock. A U.S. Holder that is an individual, estate or trust should consult its tax advisor regarding the applicability of the Medicare contribution tax to its income and gains in respect of its investment in the Common Shares.

Information Reporting and Backup Withholding

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding on a duly executed IRS Form W-9 or otherwise establishes an exemption.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

Certain Reporting Requirements

In addition to the reporting described above that may be required if the Corporation is a PFIC, U.S. Holders paying more than US$100,000 for the Common Shares generally may be required to file IRS Form 926 reporting the payment of the offer price for the Common Shares to the Corporation. Substantial penalties may be imposed upon a U.S. Holder that fails to comply. Each U.S. Holder should consult its own tax advisor as to the possible obligation to file IRS Form 926.

Certain U.S. Holders who are individuals (and, under regulations, certain entities) may be required to report information relating to the Common Shares, subject to certain exceptions (including an exception for Common Shares held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938

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(Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respect to tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S. Holders should consult their tax advisers regarding their reporting obligations with respect to their ownership and disposition of the Common Shares.

PRIOR SALES

Information in respect of the Common Shares that were issued within the previous 12-month period and Common Shares that were issued upon the exercise of securities convertible into or exercisable for Common Shares that were issued upon the exercise of securities convertible into or exercisable for Common Shares, as applicable, will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

MARKET FOR SECURITIES

The Common Shares are currently listed for trading on the TSXV under the symbol “QYOU” and are quoted on the OTCQB under the symbol “QYOUF”. The trading price and volume of the Common Shares will be provided as required in each Prospectus Supplement to the Prospectus.

DIVIDEND POLICY

The Corporation has not declared or paid any cash dividends or distributions on our outstanding Common Shares within the fiscal period ended December 31, 2021 and years ended June 30, 2021 and June 30, 2020.

RISK FACTORS

An investment in Securities of the Corporation is subject to certain risks, which should be carefully considered by prospective investors before purchasing such Securities. In addition to the other information set out or incorporated by reference in this Prospectus currently, and from time to time, investors should carefully consider the risk factors incorporated by reference in this Prospectus and referred to below. Any one of such risk factors could materially affect the Corporation’s business, financial condition and/or future operating results and prospects and could cause actual events to differ materially from those described in forward-looking information relating to the Corporation. Additional risks and uncertainties not currently identified by the Corporation or that the Corporation currently believes not to be material also may materially and adversely affect the Corporation’s business, financial condition, operations or prospects. Investors should carefully consider the risks described under the heading “Risk Factors” in the AIF and those contained in the Corporation’s other filings that are incorporated by reference in this Prospectus and any accompanying Prospectus Supplement. See “Documents Incorporated by Reference”.

There can be no assurance that an active or liquid market will be sustained.

No assurance can be given that an active or liquid trading market for the Common Shares will be sustained. If an active or liquid market for the Common Shares fails to be sustained, the prices at which such securities trade may be adversely affected. Whether or not the Common Shares will trade at lower prices depends on many factors, including the liquidity of Common Shares, prevailing interest rates, the markets for similar securities, general economic conditions and the Corporation’s financial condition, historic financial performance and future prospects.

Trading in securities quoted on the OTCQB is often thin and characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with operations or business prospects. This volatility could depress the market price of Common Shares for reasons unrelated to operating performance. Moreover, the OTCQB is not a U.S. national securities exchange and trading of securities on the OTCQB is often more sporadic than the trading of securities listed on a U.S. national securities exchange. These factors may result in investors having difficulty reselling Common Shares on the OTCQB. In the event Common Shares begin trading on any U.S. national securities exchange, the Corporation cannot predict at what prices

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the Common Shares will trade and there is no assurance that an active trading market will develop or be sustained on such exchange. There is a significant liquidity risk associated with an investment in the Common Shares of the Corporation.

There is no public market for the Subscription Receipts, Units or Warrants and, unless otherwise specified in the applicable Prospectus Supplement, the Corporation does not intend to apply for listing of the Subscription Receipts, Units or Warrants on any securities exchange. If the Subscription Receipts, Units or Warrants are traded after their initial issuance, they may trade at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar securities and other factors, including general economic conditions and its financial condition. There can be no assurance as to the liquidity of the trading market for the Subscription Receipts, Units or Warrants, or that a trading market for these securities will develop at all.

The Corporation’s Common Share price may experience significant volatility due to factors both within and outside of the Corporation’s control.

The market price of the Common Shares and any other Securities offered hereunder that become listed for trading on the TSXV or any other stock exchange or quotation system could be subject to significant fluctuations in response to certain factors including, but not limited to, variations in the Corporation’s operating results and changes in financial markets and general market conditions, including those caused by the COVID-19 Pandemic and Russia’s invasion of Ukraine. Securities markets have also experienced significant price and volume fluctuations from time to time. In some instances, these fluctuations have been unrelated or disproportionate to the operating performance of issuers. Market fluctuations may adversely impact the market price of the Common Shares and any other Securities offered hereunder that become listed for trading on the TSXV or any other stock exchange or quotation system. There can be no assurance of the price at which the Common Shares and any other Securities offered hereunder that become listed for trading on the TSXV or any other stock exchange or quotation system will trade.

Financial markets have historically experienced periodic, significant price and volume fluctuations that: (a) have especially affected the market prices of equity securities of companies and (b) have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares from time to time may decline even if the Corporation’s operating results, underlying asset values and prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that may result in impairment losses. There can be no assurance that further fluctuations in price and volume of Common Shares traded will not occur. If increased levels of volatility and market turmoil continue, the operations of the Corporation could be adversely impacted, and the trading price of the Common Shares may be materially adversely affected.

There is no existing public market for the Subscription Receipts, Warrants or Units and a market may not develop.

There is currently no market through which the Subscription Receipts, Warrants or Units may be sold and purchasers of Subscription Receipts, Warrants or Units may not be able to resell such Subscription Receipts, Warrants or Units purchased under this Prospectus. There can be no assurance that an active trading market will develop for the Subscription Receipts, Warrants or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of the Subscription Receipts, Warrants or Units in the secondary market, the transparency and availability of trading prices, the liquidity of the Receipts, Warrants or Units and the extent of issuer regulation.

The public offering prices of the Securities may be determined by negotiation between the Corporation and underwriters, dealers or agents based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering, if any public market develops. See “Plan of Distribution”.

Additional issuances of securities by the Corporation may cause dilution for existing securityholders and may cause downward pressure on the price of the Common Shares.

The Corporation may issue and sell additional equity or convertible debt securities to finance its operations, which may dilute the holdings of existing shareholders. The Articles of the Corporation permit

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the issuance of an unlimited number of First Preferred Shares, Second Preferred Shares, and Common Shares and existing shareholders have no pre-emptive rights in connection with such further issuances. To the extent holders of options or other convertible securities convert or exercise their securities and sell Common Shares they receive, the market price of the Common Shares may decrease due to the additional Common Shares available in the market. Further, the Corporation may issue additional securities in connection with strategic acquisitions.

The Corporation cannot predict the size or type of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Corporation’s issued and outstanding securities from time to time. Sales or issuances of substantial amounts of the Corporation’s securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Corporation’s issued and outstanding securities from time to time. With any additional sale or issuance of the Corporation’s securities, holders will suffer dilution with respect to voting power and may experience dilution in the Corporation’s earnings per share. Moreover, this Prospectus may create a perceived risk of dilution resulting in downward pressure on the price of the issued and outstanding Common Shares, which could contribute to progressive declines in the prices of such securities.

The Corporation may experience challenges in exercising appropriate controls over its Indian subsidiaries.

QYOU India and Chtrbox, two of the Corporation’s subsidiaries, exists under the laws of India, and are non-wholly owned direct subsidiaries of the Corporation. See the heading “Risk Factors — Indian and Other International Operations” in the Corporation’s AIF for further information regarding its international operations. While the Corporation previously operated in Malaysia, Poland and the Philippines, those distribution activities have since ceased, and the Corporation currently does not have operations nor does it offer services in any emerging markets other than India.

The Corporation directly holds an 88% equity interest QYOU India, with the remaining 12% equity interest held by two minority shareholders. QYOU India has three directors, being Curt Marvis (the Chief Executive Officer and a director of the Corporation), and two independent directors who reside in India. QYOU India has two officers who both reside in India. The minute books and corporate records of QYOU India are kept with the Corporation’s legal firm in India, with copies sent to the Corporation. The Corporation currently rents office space in Mumbai and Delhi, India.

The Corporation directly holds an 97% equity interest Chtrbox, with the remaining 3% equity interest held by a group of minority shareholders. Chtrbox has five directors, being Curt Marvis (the Chief Executive Officer and a director of the Corporation), two representatives of QYOU India and two independent directors who reside in India. The minute books and corporate records of Chtrbox are kept with the Corporation’s legal counsel in India, with copies sent to the Corporation.

As further discussed under the heading “Summary Description of the Business — Indian Operations”, the Corporation holds ultimate decision-making authority over QYOU India and Chtrbox, including its bank accounts. The Corporation has enacted controls at the board and financial level of each of QYOU India and Chtrbox in order to exercise proper controls at the subsidiaries for its Indian business. The Corporation has full legal and accounting/audit representation in India and all financial data is integrated into the overall financial reporting of the Corporation. Moreover, pursuant to the audit committee charter of the Corporation, the audit committee has the authority for matters contained in section 4.1 of National Instrument 52-110 — Audit Committees.

The Corporation will have broad discretion over the use of proceeds in any offering of Securities.

The Corporation’s management will have broad discretion with respect to the application of net proceeds received by the Corporation from the sale of Securities under this Prospectus and may spend such proceeds in ways that do not improve the Corporation’s results of operations or enhance the value of the Common Shares or the Corporation’s other issued and outstanding securities from time to time. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation’s business or cause the price of the Corporation’s issued and outstanding securities to decline.

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U.S. holders of the Corporation’s shares may suffer adverse tax consequences if the Corporation is characterized as a passive foreign investment company.

The rules governing “passive foreign investment companies,” (“PFICs”), can have adverse effects on U.S. Holders (as defined above in “Certain U.S. Federal Income Tax Considerations”) of the Corporation’s shares for U.S. federal income tax purposes. Generally, if, for any taxable year, at least 75% of the Corporation’s gross income is passive income, or at least 50% of the value of the Corporation’s assets (generally, using a quarterly average) is attributable to assets that produce passive income or are held for the production of passive income (including cash), the Corporation would be characterized as a PFIC for U.S. federal income tax purposes. The determination of whether the Corporation is a PFIC, which must be made annually after the close of each taxable year, depends on the particular facts and circumstances and may also be affected by the application of the PFIC rules, which are subject to differing interpretations. The Corporation’s status as a PFIC will depend on the composition of the Corporation’s income and the composition and value of the Corporation’s assets (including goodwill and other intangible assets), which will be affected by how, and how quickly, the Corporation spends any cash that was raised in an offering of Common Shares or in any other subsequent financing transaction. Moreover, the Corporation’s ability to earn specific types of income that will be treated as non-passive for purposes of the PFIC rules is uncertain with respect to future years. Based on the composition of the Corporation’s income and the value of its assets, the Corporation believes that it was not a PFIC for United States federal income tax purposes for the taxable year ending June 30, 2021 and, based on estimates of the Corporation’s income and assets for the current taxable year, the Corporation believes that it will not be a PFIC for the current taxable year. A separate determination must be made after the close of each taxable year as to whether the Corporation is a PFIC for that year, and as a result, its PFIC status may change from year to year. As a result, the Corporation cannot provide any assurances regarding its PFIC status for any current or future taxable years.

If the Corporation is a PFIC, a U.S. Holder would be subject to adverse U.S. federal income tax consequences, such as ineligibility for certain preferred tax rates on capital gains or on actual or deemed dividends, interest charges on certain taxes treated as deferred, and additional reporting requirements under U.S. federal income tax laws and regulations. A U.S. Holder may in certain circumstances mitigate adverse tax consequences of the PFIC rules by filing an election to treat the PFIC as a qualified electing fund, or QEF, or, if shares of the PFIC are “marketable stock” for purposes of the PFIC rules, by making a mark-to-market election with respect to the shares of the PFIC. U.S. Holders should be aware that, for each tax year, if any, that the Corporation is a PFIC, the Corporation can provide no assurances that it will satisfy the record keeping requirements of a PFIC, or that it will make available to U.S. Holders the information such U.S. Holders require to make a QEF election with respect to the Corporation, and as a result, a QEF election may not be available to U.S. Holders. For more information, see the discussion above under “Certain U.S. Federal Income Tax Considerations — Passive Foreign Investment Company Rules”. You should consult your own tax advisors regarding the potential consequences to you if the Corporation was or was to become a PFIC, including the availability, and advisability, of, and procedure for making, QEF elections and mark-to-market elections.

Changes in tax laws may be adverse to the Corporation.

There can be no assurance that the Canadian and U.S. federal income tax treatment of the Corporation or an investment in the Corporation will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to the Corporation or holders of Common Shares.

A significant number of Common Shares are owned by a limited number of existing shareholders which may give these holders control of or significant influence over matters requiring shareholder approval.

The Corporation’s management, directors and employees own a substantial number of the outstanding Common Shares (on a non-diluted and partially-diluted basis). As such, the Corporation’s management, directors and employees, as a group, are in a position to exercise influence over matters requiring shareholder approval, including the election of directors and the determination of corporate actions. As well, these shareholders could delay or prevent a change in control of the Corporation that could otherwise be beneficial to the Corporation’s shareholders.

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As a foreign private issuer, the Corporation is subject to different U.S. securities laws and rules than a U.S. domestic issuer, which may limit the information publicly available to U.S. investors.

The Corporation is a “foreign private issuer” under applicable U.S. federal securities laws and, therefore, is not required to comply with all of the periodic disclosure and current reporting requirements of the U.S. Exchange Act and related rules and regulations. As a result, the Corporation does not file the same reports that a U.S. domestic issuer would file with the SEC, although it will be required to file with or furnish to the SEC the continuous disclosure documents that the Corporation is required to file in Canada under Canadian securities laws. In addition, the Corporation’s officers, directors and principal shareholders are exempt from the reporting and “short swing” profit recovery provisions of Section 16 of the U.S. Exchange Act. Therefore, the Corporation’s securityholders may not know on as timely a basis when its officers, directors and principal shareholders purchase or sell securities of the Corporation as the reporting periods under the corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer, the Corporation is exempt from the proxy rules under the U.S. Exchange Act.

The Corporation could lose its foreign private issuer status in the future, which could result in significant additional costs and expenses to the Corporation.

In order to maintain its current status as a foreign private issuer, 50% or more of the Corporation’s Common Shares must be directly or indirectly owned of record by non-residents of the United States unless the Corporation also satisfies one of the additional requirements necessary to preserve this status. The Corporation may in the future lose its foreign private issuer status if a majority of the Common Shares are owned of record in the United States and the Corporation fails to meet the additional requirements necessary to avoid loss of foreign private issuer status. The regulatory and compliance costs to the Corporation under U.S. federal securities laws as a U.S. domestic issuer may be significantly more than the costs the Corporation incurs as a Canadian foreign private issuer eligible to use the MJDS. If the Corporation is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.

The conflict between Russia and Ukraine could destabilize global markets and threatens global peace.

On February 24, 2022, Russian military forces launched a full-scale military invasion of Ukraine. In response, Ukrainian military personal and civilians are actively resisting the invasion. Many countries throughout the world have provided aid to the Ukraine in the form of financial aid and in some cases military equipment and weapons to assist in their resistance to the Russian invasion. The North Atlantic Treaty Organization (“NATO”) has also mobilized forces to NATO member countries that are close to the conflict as deterrence to further Russian aggression in the region. The outcome of the conflict is uncertain and is likely to have wide ranging consequences on the peace and stability of the region and the world economy. Certain countries including Canada and the United States, have imposed strict financial and trade sanctions against Russia and such sanctions may have far reaching effects on the global economy. The long-term impacts of the conflict and the sanctions imposed on Russia remain uncertain.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Shares is Computershare Investor Services Inc. at its principal office in Calgary, Alberta.

INTEREST OF EXPERTS

The Corporation’s independent auditor is MNP LLP (“MNP”) at its principal office in Calgary, Alberta. MNP has advised the Corporation that they are independent of the Corporation within the meaning of the Chartered Professional Accountants of Ontario, CPA Code of Professional Conduct and rules and regulations of the SEC and the Public Company Accounting Oversight Board Rule 3520, Auditor Independence.

LEGAL MATTERS

Certain legal matters in connection with any offering under the Prospectus will be passed upon on behalf of the Corporation by Wildeboer Dellelce LLP, as to Canadian legal matters, and Troutman Pepper Hamilton

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Sanders LLP, as to United States legal matters. As of the date hereof, the partners and associates of Wildeboer Dellelce LLP own, directly or indirectly, less than 1% of the Common Shares.

ENFORCEABILITY OF CIVIL LIABILITIES

QYOU is a corporation continued under the OBCA. Some of the Corporation’s directors and officers, and the experts named in this Prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a substantial portion of the Corporation’s assets are, located outside the United States. The Corporation has appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of Securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon the Corporation’s civil liability and the civil liability of the Corporation’s directors, officers and experts under the United States federal securities laws. The Corporation has been advised that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities or “blue sky” laws of any state within the United States, would likely be enforceable in Canada if the United States court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. The Corporation has also been advised, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of the liability predicated solely upon U.S. federal securities laws.

The Corporation has filed with the SEC, concurrently with our U.S. Registration Statement of which this Prospectus is a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, the Corporation appointed C T Corporation System, 1015 15th Street N.W., Suite 1000, Washington, D.C., 20005, as its agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving the Corporation in a U.S. court arising out of or related to or concerning the offering of Securities under this Prospectus.

CONTRACTUAL RIGHTS AND STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION

Unless provided otherwise in a Prospectus Supplement, the following is a description of a purchaser’s statutory rights and contractual rights.

Securities legislation in some provinces and territories of Canada provides purchasers of Securities with the right to withdraw from an agreement to purchase Securities and with remedies for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser are not sent or delivered to the purchaser. However, purchasers of Common Shares distributed under an “at-the-market distribution” by the Corporation do not have the right to withdraw from an agreement to purchase the Common Shares and do not have remedies of rescission or, in some jurisdictions, revisions of the price, or damages for non-delivery of the Prospectus, Prospectus Supplement, and any amendment relating to Common Shares purchased by such purchaser because the Prospectus, Prospectus Supplement, and any amendment relating to the Common Shares purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102.

Securities legislation in some provinces and territories of Canada further provides purchasers with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contains a misrepresentation. Those remedies must be exercised by the purchaser within the time limit prescribed by securities legislation. Any remedies under securities legislation that a purchaser of Common Shares distributed under an “at-the-market distribution” by the Corporation may have against the Corporation or its agents for rescission or, in some jurisdictions, revisions of the price, or damages if the Prospectus, Prospectus Supplement, and any amendment relating to Securities purchased by a purchaser contain a misrepresentation will remain unaffected by the non-delivery of the Prospectus referred to above.

In an offering of Securities, to the extent such securities are convertible, exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in a prospectus is limited, in certain provincial securities legislation, to the price at which the

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Securities are offered to the public under the Prospectus offering. This means that, under the securities legislation of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

Original purchasers of Securities which are convertible, exchangeable or exercisable into other securities of the Corporation will have a contractual right of rescission against the Corporation in respect of the conversion, exchange or exercise of such Securities. The contractual right of rescission will entitle such original purchasers to receive the amount paid for such Securities (and any additional amount paid upon conversion, exchange or exercise), upon surrender of the underlying securities acquired upon such conversion, exchange or exercise, in the event that this Prospectus, the applicable Prospectus Supplement or any amendment contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 130 of the Securities Act (Ontario), and is in addition to any other right or remedy available to original purchasers under section 130 of the Securities Act (Ontario) or otherwise at law.

A purchaser should refer to applicable securities legislation for the particulars of these rights and should consult a legal adviser.

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PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

Indemnification of Directors and Officers

Under the Business Corporations Act (Ontario), the Registrant may indemnify a director or officer of the Registrant, a former director or officer of the Registrant or another individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an “individual”), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which such individual acted as a director or officer or in a similar capacity at the Registrant’s request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Registrant shall not indemnify such individual unless such individual had reasonable grounds for believing that such individual’s conduct was lawful.

Further, the Registrant may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Registrant or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual’s association with the Registrant or other entity as a director or officer, a former director or officer, an individual who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the condition in (i) above. Such individuals are entitled to indemnification from the Registrant in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the Registrant or other entity as described above, provided the individual seeking an indemnity: (A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (B) fulfills the conditions in (i) and (ii) above.

The bylaws of the Registrant provide that, subject to the Business Corporations Act (Ontario), the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant or a person who acts or acted at the Registrant’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Registrant or other entity, if: (i) the individual acted honestly and in good faith with a view to the best interests of the Registrant or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Registrant’s request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful. The Registrant shall also indemnify such individual referred to above in all such circumstances as may be permitted or required by the Business Corporations Act (Ontario) or the law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

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EXHIBITS

Exhibit Number		Description
	4.1*	Annual information form of the Registrant in respect of the fiscal period ended December 31, 2021, dated May 20, 2022.
	4.2*	Audited consolidated financial statements of the Registrant as at and for the fiscal period ended December 31, 2021 and year ended June 30, 2021, together with the notes thereto and the report of the auditors thereon.
	4.3*	Management’s discussion and analysis of the Registrant for the fiscal period ended December 31, 2021.
	4.4*	Management information circular of the Registrant dated May 19, 2022 for the annual and special meeting of shareholders of the Registrant to be held on June 29, 2022.
	5.1*	Consent of MNP LLP.
	5.2*	Consent of Wildeboer Dellelce LLP.
	5.3*	Consent of Troutman Pepper Hamilton Sanders LLP.
	6.1*	Powers of Attorney (included on the signature page of this Registration Statement).
	107*	Calculation of Filing Fee Table.

Filed herewith.

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PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

Item 1. Undertaking

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

Item 2. Consent to Service of Process

(a) At the time of filing this Form F-10, the Registrant shall file with the Commission a written irrevocable consent and power of attorney on Form F-X.

(b) Any change to the name or address of the agent for service of the Registrant or the trustee shall be communicated promptly to the Commission by amendment to Form F-X referencing the file number of the relevant registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, Country of the United States on the 20th day of May, 2022.

QYOU MEDIA INC.

By:

/s/ Curt Marvis

Name:

Curt Marvis

Title:

Chief Executive Officer

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Curt Marvis and Kevin Williams, or either of them, his or her true and lawful attorneys-in-fact and agents, each of whom may act alone, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this Registration Statement, including post-effective amendments to this Registration Statement, and any related registration statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Curt Marvis Curt Marvis	Chief Executive Officer and Director (principal executive officer)	May 20, 2022
/s/ Kevin Williams Kevin Williams	Chief Financial Officer (principal financial and accounting officer)	May 20, 2022
/s/ G. Scott Paterson G. Scott Paterson	Director, Chair	May 20, 2022
/s/ Steven Beeks Steven Beeks	Director	May 20, 2022
/s/ Catherine Warren Catherine Warren	Director	May 20, 2022
/s/ Damian Lee Damian Lee	Director	May 20, 2022

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of QYOU Media Inc. in the United States, on May 20, 2022.

PUGLISI & ASSOCIATES

By:

/s/ Donald J. Puglisi

Name:

Donald J. Puglisi

Title:

Managing Director

Exhibit 4.1

QYOU Media Inc.

ANNUAL INFORMATION FORM

For the Fiscal Period Ended

December 31, 2021

May 20, 2022

-i-

TABLE OF CONTENTS

EXPLANATORY NOTES		1

CORPORATE INFORMATION		2

OUR BUSINESS		3

DESCRIPTION OF CAPITAL structure		9

DiVIDENDS AND DISTRIBUTIONS		11

Market for Securities		12

ESCROWED SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER		12

DIRECTORS AND OFFICERS		13

RISK FACTORS		18
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS		29
MATERIAL CONTRACTS		29
LEGAL PROCEEDINGS and regulatory actions		29
TRANSFER AGENT AND REGISTRAR		29
INTEREST OF EXPERTS		29
Additional Information		30

EXPLANATORY NOTES

General

The fiscal year end of QYOU Media Inc. is December 31. The Company previously had a year end of June 30, which was changed to December 31 in February 2022.

The information in this Annual Information Form is stated as at December 31, 2021, unless otherwise indicated.

Unless otherwise indicated or the context otherwise requires, all references in this Annual Information Form to “QYOU”, “the Company”, “we”, “us”, “our”, and “our company” refer to QYOU Media Inc. and its predecessors and material subsidiaries and all references to “$” or “dollars” are to Canadian dollars.

Forward-Looking Information

This Annual Information Form contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information may include, but is not limited to, statements with respect to future events and operating performance; estimates of future expenses, revenue and profitability; market, social and economic trends affecting the Company’s financial condition and results of operations; the future outlook of the Company, business plans and strategies; future product, channel and program launches and development; working capital; the Company’s future cost structure; future demographic makeup and targets; future sales and marketing activities; the availability and terms of additional capital; strategic partners; industry trends and the competitive environment; and other factors referenced in this Annual Information Form, including those set forth under the heading “Risk Factors” in this Annual Information Form.

Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of our company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Those factors include, among others, general business, economic, competitive, political, regulatory and social uncertainties; as well as those factors discussed in the section entitled “Risk Factors” in this Annual Information Form.

Readers are cautioned that the foregoing list of factors and those contained elsewhere in this Annual Information Form are not exhaustive. We have made certain assumptions used in the preparation of the forward-looking information, which include but are not limited to anticipated events or results, business strategy and strategic goals, general business and economic conditions including that financial markets will not be adversely impacted in the long term by the COVID-19 pandemic, the expected costs and results of operations, projected costs and capital expenditures, the ability to raise additional capital as and when required, business prospects, the impact of the introduction of new products, the ability of management to leverage sales opportunities, characteristics of the industry, social, economic and demographic trends will continue as anticipated, business prospects, regulatory developments, research and development activities, financial results, taxes, and plans and objectives of or involving the Company. Some of the assumptions used in the preparation of this Annual Information Form, although considered reasonable by us at the time of preparation, may prove to be incorrect.

Although we have attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking statements contained in this Annual Information Form are made as of the date of this Annual Information Form and we disclaim any obligation to update any forward-looking statements, whether because of new information, future events or results or otherwise, except as required by applicable securities laws. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to their inherent uncertainty. All subsequent forward-looking statements, whether written or oral, attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.

Market Industry Data

The market and industry data contained in this Annual Information Form is based upon information from independent industry and other publications and our knowledge of, and experience in, the industry in which we operate. Market and industry data is subject to variations and cannot be verified with complete certainty due to limits on the availability and reliability of raw data at any point in time, the voluntary nature of the data gathering process or other limitations and uncertainties inherent in any statistical survey. Accordingly, the accuracy and completeness of this data are not guaranteed. We have not independently verified any of the data from third party sources referred to in this Annual Information Form or ascertained the underlying assumptions relied upon by such sources. While we are not aware of any misstatements regarding the market and industry data presented in this Annual Information Form, such data involves risks and uncertainties and is subject to change based on various factors, including those factors discussed under “Forward-Looking Information” and “Risk Factors” in this Annual Information Form.

CORPORATE INFORMATION

Name and Organization

The full corporate name of the Company is “QYOU Media Inc.” The Company was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.” Effective March 13, 2017, the Company completed a reverse takeover transaction under the policies of the TSX Venture Exchange (the “TSXV”) pursuant to which QYOU Media Holdings Inc. became a wholly-owned subsidiary of the Company and the security holders of QYOU Media Holdings Inc. became security holders of the Company (the “Transaction”). QYOU Media Holdings Inc. is the entity resulting from the amalgamation of QYOU Media Inc. (as it was then called) and 2561287 Ontario Ltd. (then a wholly owned subsidiary of the Company) on March 13, 2017. In connection with the Transaction, the Company also filed articles of amendment to change its name to “QYOU Media Inc.” and was continued into Ontario on March 29, 2017 under the Business Corporations Act (Ontario). Subsequently, on March 31, 2017, the Company’s common shares (the “Common Shares”) resumed trading on the TSXV under the symbol “QYOU”. Following the Transaction, the Company now carries on the business of QYOU and its subsidiaries. On July 1, 2021, the Company amalgamated with its subsidiary, QYOU Media Holdings Inc.

The registered and head office of QYOU is located at 154 University Avenue, Unit 601, Toronto, ON M5H 3Y9.

Corporate Structure of QYOU

The following chart outlines our corporate structure and identifies the jurisdictions of each of QYOU’s material subsidiaries as at December 31, 2021.

OUR BUSINESS

General Development of the Business

QYOU operates in India and the United States producing and distributing content created by social media stars and digital content creators. In India, through our flagship brand, The Q India, and our broadcast and digital channels, The Q Marathi, The Q Kahaniyan and The Q Comedistaan, we curate, produce and distribute premium content including television networks and video on demand (“VOD”) for cable and satellite television, over-the-top (“OTT”) platforms, connected TVs and mobile platforms. In the United States, we manage influencer marketing campaigns for major film studios, gaming companies and other consumer brands. Founded and created by industry veterans from Lionsgate, MTV, Disney and Sony, QYOU’s millennial and Gen Z-focused content reaches more than one billion consumers around the world. Experience our work at www.qyoumedia.com and www.theq.tv.

The Company’s India business was built on a three-phase strategy: (i) build a product in the form of a linear channel and corresponding VOD offering that features the best of short form content in India from sources including YouTube, Facebook, Instagram, SnapChat, Chingari and other sources; (ii) use that product to secure distribution across major television, OTT and mobile partnerships; and (iii) use that distribution and increased viewership associated with it to drive ad revenues. With respect to Phase 1, the Company currently has secured licenses and created original shows representing over 1,200 hours of programming from top digital creators and social stars in India. In connection with Phase 2, the Company now has partnerships in TV with TATA Sky, AirtelDTH, DD Free Dish and SitiNetworks along with other major cable and satellite television providers. OTT partnerships include MX Player, DishWatcho and ShemarooMe.s. On the mobile side, the Company has established partnerships with Jio Mobile and Airtel, the two largest mobile providers in India. The commencement of Phase 3 began in late 2020 and accelerated in 2021 when the Company signed ad sales orders with 50 new major advertisers including Amazon, Coca Cola, Facebook, Google, Airtel, Britannia and FlipKart. Revenue across the Company grew significantly because of this and increased from approximately $300,000 in Q1 2021 to over $5.6 million in Q4 2021.

Prior to COVID-19, the Company’s US influencer marketing business primarily involved booking customers to use influencers to promote the launch of major theatrical motion pictures in the United States. With the closure of theaters due to COVID-19, this group pivoted into several new areas of business including premium VOD (replacing theatrical with major studio releases going direct to consumer), subscription VOD and retail/apparel. Management believes the Company’s influencer marketing business is well-positioned to grow as brands rely more heavily on influencers to reach their target audience of millennials and Gen-Z.

Three Year History

On September 20, 2018, QYOU Media India Private Ltd. (“QYOU India”) was incorporated to serve the rapidly growing Indian market focusing on social video and digital creator-driven content offerings targeted at the youth of India. The Company acquired an 82% ownership interest of QYOU India while the remaining 18% ownership interest was held by non-controlling shareholders.

On June 1, 2020, the Company increased its interest of QYOU India from 82% to 88% in exchange for funding the operations of QYOU India since its inception, resulting in a decrease of the ownership interest held by non-controlling shareholders from 18% to 12%.

On May 31, 2021, the Company entered into a share purchase agreement (the “Purchase Agreement”) with Chatterbox Technologies Private Limited (“Chtrbox”), an influencer marketing company based in India, to acquire 100% of its outstanding common shares over a period of three years (the “Chtrbox Acquisition”). On June 14, 2021, the Company acquired 97% of the issued and outstanding common shares of Chtrbox. As part of the Chtrbox Acquisition, Pranay Swarup and Julie Kriegshabar continued to act as Chief Executive Officer and Chief Operating Officer of Chtrbox, respectively.

On July 1, 2021, the Company amalgamated with its subsidiary, QYOU Media Holdings Inc.

Impact of COVID-19 on the Company

The Company’s immediate priorities when the COVID-19 pandemic hit was to address the health and safety of its staff and stakeholders and adjust its operations to the new reality. The Company’s influencer marketing division was materially negatively affected by the immediate closure of movie theaters in March of 2020. Several influencer marketing contracts for scheduled theatrical motion pictures were canceled, which resulted in a loss of revenues for the third and fourth quarter for the year ended June 30, 2020. In March 2020, The Q India received its first material advertising purchase order for approximately US$75,000, which was put on hold pending the end of India’s lockdown. The Company has moved past these issues from the initial challenges created by the onslaught of the pandemic.

The Company has not experienced a material effect on business operations over the last 6-9 months from the date of this Annual Information Form due to COVID-19. For the most part, advertisers in India are back to a more normalized state of advertising and the theatrical movie business has returned to North America. While the future effect of COVID-19 is uncertain, the Company believes it has adjusted and is as prepared as it can be for any subsequent changes that may be caused via additional outbreaks in the future.

The Company has experienced a growth in viewership on its television channel in India as measured by BARC (Broadcast Audience Research Council). Management believes the increased viewership could continue in 2022 and drive an increase in ad sales associated with broadcast distribution as measured by BARC. In addition, with the launch of new digital channels on connected TVs, OTT and mobile platforms the Company continues to see continued growth in viewership which it also expects will generate increasing ad sales.

Financings

On October 30, 2019, the Company completed the final tranche of an offering of an aggregate of 36,000,000 units of the Company as part of a non-brokered private placement at a price of $0.05 per unit, for aggregate gross proceeds of $1,800,000. Each unit was comprised of one Common Share, one-half of one Common Share purchase warrant exercisable to purchase one Common Share at a price of $0.06 per share until September 30, 2020 (a “6 Cent Warrant”) and an additional one-half of one Common Share purchase warrant exercisable to purchase one Common Share at a price of $0.10 per share until September 30, 2021. Additionally, the Company issued a total of 2,266,000 compensation options exercisable into units at a price of $0.05 per unit until September 30, 2021 as compensation to certain finders in connection with the offering. On September 14, 2020, the Company extended the term of the 6 Cent Warrants from September 30, 2020 to October 30, 2020.

On February 11, 2020, the Company completed an offering of 6,000,000 units of the Company as part of a non-brokered private placement at a price of $0.06 per unit, for gross proceeds of $360,000. Each unit was comprised of one Common Share and one Common Share purchase warrant. Each warrant entitled the holder to acquire one Common Share at a price of $0.08 per share until February 11, 2022. Additionally, the Company issued a total of 420,000 compensation options exercisable into units at a price of $0.06 per unit until February 11, 2022 as compensation to certain finders in connection with the offering.

On July 14, 2020, the Company completed the final tranche of an offering of an aggregate of 60,666,399 units of the Company as part of a non-brokered private placement at a price of $0.03 per unit, for aggregate gross proceeds of $1,819,992. Each unit was comprised of one Common Share and one-half of one Common Share purchase warrant. Each whole warrant entitles the holder to acquire one Common Share at a price of $0.05 per share until June 30, 2022. Additionally, the Company issued a total of 5,549,973 compensation options exercisable into units at a price of $0.05 per unit until June 30, 2022 as compensation to certain finders in connection with the offering.

On February 25, 2021, the Company completed a short form prospectus offering on a bought deal basis and issued 41,071,560 units of the Company at a price of $0.28 per unit, for aggregate gross proceeds of $11,500,037. Each unit was comprised of one Common Share and one-half of one Common Share purchase warrant. Each whole warrant entitles the holder to acquire one Common Share at a price of $0.45 per share until February 25, 2023. Additionally, the Company issued a total of 3,285,724 compensation options exercisable into units at a price of $0.28 per unit until February 25, 2023 as compensation to the underwriters in connection with the offering.

On August 16, 2021, Brand Capital International (“BCI”), the strategic investment arm of Bennett, Coleman & Co. Ltd. (d/b/a The Times of India Group), completed an initial investment of US$2,000,000 ($2,527,000) in Common Shares at a price of $0.32 per Common Share, for a total issuance of 7,896,875 Common Shares. In addition to the issuance of Common Shares, the Company also granted BCI a right exercisable between January 1, 2022 and March 31, 2022 to purchase a further US$2,000,000 of Common Shares at a price equal to the greater of: (i) $0.42 per Common Share and (ii) a discounted price based on the volume weighted-average price of the Common Shares on the TSXV.

Director and Management Changes

Effective March 30, 2020, Kyle Sonia resigned as Senior Vice President of Production of QYOU USA Inc. (“QYOU USA”).

Effective April 28, 2021, Simran Hoon was appointed Chief Executive Officer of QYOU India.

Following the Chtrbox Acquisition on May 31, 2021, Pranay Swarup and Julie Kriegshabar continued to act as Chief Executive Officer and Chief Operating Officer of Chtrbox, respectively.

Effective November 22, 2021, Glenn Ginsburg was appointed President of QYOU USA.

Description of the Business

QYOU operates in India and the United States producing and distributing content created by social media stars and digital content creators. In India, through our flagship brand, The Q India, and our broadcast and digital channels, The Q Marathi, The Q Kahaniyan and The Q Comedistaan, we curate, produce and distribute premium content including television networks and VOD for cable and satellite television, OTT platforms and mobile platforms. In the United States, we manage influencer marketing campaigns for major film studios 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 one billion consumers around the world. Experience our work at www.qyoumedia.com and www.theq.tv.

In India, the Company targets the country’s youth population who are among the largest users of social media platforms such as Facebook, WhatsApp and Instagram. The Company will continue to target India’s youth who will be an essential part of the Company’s growth in India. In addition, both The Q India and the US influencer marketing division of the Company rely on “influencers” to drive its growth. Influencer marketing is a rapidly growing segment for all advertisers globally with projected global revenues growing from $9.7 billion in 2020 to $16.4 billion in 2022.

As further described below, the Company’s two principal operating business units are comprised of QYOU India with headquarters in Mumbai, India and QYOU USA, which operates out of Los Angeles, California.

In 2021, the Company wound down its operations in Ireland and ceased production work in Canada to focus its business operations in India and the United States. In Ireland, the Company primarily operated channel and content distribution efforts in Europe, which were terminated as of Q1 2021. In Canada, revenues were generated from the Company’s Canadian production entity which produced an esports series titled “Heads Up Daily” (“HUD”). The Company has ceased all production and distribution of HUD and does not anticipate it will resume in the near future. The Company’s Canadian production will remain active in the event other productions take place in Canada in the future.

Principal Products and Services

We have two operating segments, as described below:

India: QYOU Media India Pvt. Ltd. and Chatterbox Technologies Private Limited

QYOU India operates a group of broadcast and digital channels across India targeting young Indian audiences. All channels are advertiser -supported and deliver hit digital programming from leading social media stars and digital video creators targeting young Indian audiences. With a growing library of over 1,200 programs, QYOU India’s channels now reach an audience of over 800 million via 140 million television homes with partners including TATA Sky, Airtel DTH & SitiNetworks; 380 million OTT users via platforms including ShemarooMe, MX Player and Dish Watcho; and 300 million users on mobile and digital platforms including JioTV, Airtel Xstream, and SNAP. QYOU India has also added a growing number of users on connected TVs via distribution agreements with Amazon Fire TV, Samsung TV Plus, Xiaomi Patchwall and Cloud TV.

India Channels Business Unit:

This business unit targets two primary core distribution channels with both a 24/7 linear streaming channel and via VOD (on demand) content offerings. All channels are ad -supported for revenue generation and include direct sales for ads on the broadcast networks and programmatic served ads with a revenue share with distribution partners on the digital channels.

Broadcast Channels: QYOU India’s flagship channel, The Q, is a Hindi language channel and we have also newly launched the vernacular channel, The Q Marathi (for native Marathi speakers). Both channels feature content from top digital creators and social media stars.

Digital Channels (Connected TV): Includes all-animation channel, The Q Kahaniyan, and all -comedy channel, The Q Comedistaan. B channels feature content from top digital content creators and social media stars.

Both broadcast and digital channels have extensively contracted with dozens of companies with respect to distribution, content licensing/content creation and advertising. The Company continues to expand its operations in India through growth of all four channels and anticipates more channels will be launched in the future.

Chtrbox Influencer Marketing Business Unit (India):

Chtrbox is among the leading influencer marketing businesses in India and operates as a standalone business unit. Increasingly, both the QYOU India channels sales unit and the Chtrbox sales unit are working on integrated sales efforts via a platform called “Bharatbox”. This 360-degree full-integrated ad offering from television ads through digital and influencer -led campaigns is a primary growth initiative of the combined companies going forward. Chtrbox has experienced steady and continuous revenue growth and management believes the Company is well-positioned for this to continue with further sales integration between the companies along with continued importance for brands to use influencers for their marketing campaigns.

With the combination of the QYOU India and Chtrbox businesses, the Company currently employs approximately 125 people in India.

USA: QYOU USA Influencer Marketing:

QYOU’s US-based, award-winning influencer marketing business unit has become one of the foremost authorities on brand engagement on popular short form entertainment platform, TikTok. QYOU USA’s client portfolio includes Universal Pictures, CAPCOM, 20th Century Fox, Sony Pictures, DreamWorks, Warner Brothers, Paramount and other leading entertainment and gaming companies. Glenn Ginsburg, who leads the business unit and has played a seminal role for over a decade in the evolution of the business models that now shape the “Creator Economy”, is responsible for all overall aspects of the business including sales, operations, talent, creative and business development.

Influencer marketing is often used by brands looking to connect with predominantly Millennial (born between the 1980s and early 2000s) and Gen-Z (born between the late 1990s or early 2000s and the late 2010s) audiences. Influencer marketing campaigns are typically contracted with campaigns featuring guaranteed views and engagement rates. The QYOU USA business unit has a consistent track record of delivering on these KPIs and this has resulted in a growth trajectory, which management believes could continue in 2022 and beyond.

Production and Services

QYOU currently retains approximately 110 full-time employees and 40 full-time contractors who help curate, license, catalog, package and distribute short-form content in India and the United States. QYOU has successfully achieved revenue-generating businesses via this effort in the two major revenue categories outlined above.

QYOU maintains strong relationships in India and the United States with the creative content community, the technology community and the investment community based upon the work of the Company’s management and board of directors (the “Board”) in each of these areas.

At present, QYOU has contracted with dozens of different companies in India and the United States with customer reach to over 800 million consumers worldwide.

New Products

QYOU intends to increase its customer base and expand its service offering to existing and new customers. The Company is developing several new products and direct-to-consumer services that will leverage many of the distributed networking and “Web 3” technologies in an effort to drive user engagement and monetization in the future.

QYOU India has already begun to develop two new digital channels which are expected to drive this transition. In addition, the direct-to-consumer activity of what is now known as “social commerce”, the direct transactional relationship between influencers and their communities to sell products and services is a significant growth initiative in the company.

Specialized Skill and Knowledge

QYOU’s senior management is composed of experienced and knowledgeable professionals in operations, finance, technology, marketing, production and sales, all of whom have garnered extensive industry experience prior to joining the Company.

We provide unique content, distribution and marketing services, managed by award-winning experts who adapt to the tastes and trends of young viewers in order to create a unique user experience. The trend of curating social video allows the viewer to feel more connected to the content, therefore providing a more enjoyable and tailored experience. As a result, management is of the view that content curation expertise leads to stronger relationships with viewers, who will become increasingly engaged in its product offerings. Management believes that QYOU’s product offerings demonstrate that it has its viewers’ best interests in mind and this, in turn, is expected to strengthen customer and brand loyalty.

Additionally, the Company has developed experience in launching and operating high quality but low-cost local language channels driven by the Company’s operations and channels operated in India. QYOU intends to continue to expand this capability in India going forward to launch new broadcast and digital vernacular channels in the India market in the future.

Marketing Plans and Growth Strategies

Management believes the Company is well-positioned for its India presence to continue to grow. QYOU is building brand awareness through digital marketing, television/media advertising and trade marketing. Given the scale, scope and reach of QYOU’s operations, we believe we will be able to leverage the Company’s services into new ad sales platforms and technologies.

In the long term, QYOU plans to aggressively continue working to grow its social video business. QYOU believes that this goal can be achieved by expanding and diversifying its India client and partner base, particularly through the development of new products and digital platforms, and via the pursuit of strategic partnerships.

Key elements of our growth strategy include:

localization of content and partnerships in India in other large language segments;

high impact/low-cost productions leveraging our content, production assets and distribution footprint;

integration of brands and advertisers more directly into the content offerings;

growing distribution reach throughout fiscal 2022; and

development of new technologies and direct to consumer products that leverage “Web 3” technologies.

Competitive Conditions

The different types of companies that operate in and around the business of QYOU include:

Major established platforms with social videos:

This includes Youtube, Facebook, Instagram, SNAP, TikTok and other large-scale video based social platforms. Management believes their model and strategy is quite different from our own.

Aggregators:

These businesses have some similarities to those of major platforms and QYOU in that they are curating “best-of-web” content. These types of content aggregators generally focus on subject-based categories (such as sports, pranks, comedy or fashion) and are in the business of licensing that content to advertisers, content producers and in some cases, even for the creation of their own shows. As noted above, with respect to major platforms, many of these aggregators are licensing content directly to QYOU for distribution as well.

Program producers:

There are numerous companies creating television series based on web content (Tosh.0, Ridiculousness, Fail Army and others) that feature content generally sourced from YouTube and the internet. These companies tend to produce programs in the areas of comedy (prank/fail videos) and are generally more traditional television production company models where a fee is paid for the programming by the network who is commissioning it.

Software-Driven Programmers/Aggregators:

There are several companies that rely primarily on software to produce content drawn from internet video sources. These companies (e.g. Frequency Networks, Pluto TV) have established significant distribution and content partnerships and often surface as direct competitors for QYOU.

While each of these companies on an individual basis can be involved in activities that are similar in nature to QYOU, they are not directly in the same business, which is supported by the fact that QYOU works with and licenses content directly from many of them, including companies that are among the most prominent in their respective business areas. It is possible that a company could emerge with a business model directly competitive with QYOU; however, there are none that QYOU is aware of to date with QYOU’s complete model of curation, licensing, and packaging content for an Indian audience.

The Company faces competition in its pursuit to acquire additional content, which may reduce the amount of content that it is able to acquire or license and may lead to higher acquisition prices. Increased competition for the acquisition of digital rights to made-for-web video may result in a reduction in operating margins and may adversely impact the Company’s ability to distinguish itself from competitors by virtue of its video library. Additionally, see the information under the heading “Risk Factors - The Company faces competition from other content providers and that competition is likely to increase over time” with respect to the competitive conditions QYOU encounters while engaging in its principal business activities.

Intangible Properties

In management’s view, QYOU has a growing valuable asset in its library of channels and curated premium social video content. QYOU has also secured “Q India” as a trademark and brand in India.

Economic Dependence

The Company’s business is not substantially dependent upon any one contract, but in the six months ended December 31, 2021, a contract with Mindshare Fulcrum was significant to its revenues.

For the six months ended December 31, 2021, the Company’s top ten customers represented approximately 56% of sales, with three customers representing 40% of sales. See “Risk Factors”.

Foreign Operations

The Company operates in two foreign geographical areas, being the US and India. As at December 31, 2021, the Company had five subsidiaries that were incorporated in foreign jurisdictions, being QYOU India, Chtrbox and QYOU USA, QYOU Limited and QYOUTV International Limited. QYOU Limited and QYOUTV International Limited are not currently active. Each of the remaining foreign corporations operate within the same segment of content curation and distribution as the Company. The Company owns an 88% interest in QYOU India and a 97% interest in Chtrbox.

QYOU India was incorporated under the laws of India to serve the rapidly growing Indian media market. QYOU India is involved in all distribution of The Q India and other Q India branded programming across traditional cable & satellite, mobile and OTT distribution partners.

Chtrbox, an influencer marketing company based in India, became a subsidiary of the Company in connection with the Chtrbox Acquisition. For more information on the Chtrbox Acquisition, please see “Three Year History” above.

QYOU Limited is incorporated under the laws of the Republic of Ireland and is no longer active.

QYOUTV International Limited is no longer active. It was incorporated under the laws of the Republic of Ireland. In February 2015, QYOUTV International Limited entered into a content provision contract with the Broadcasting Authority of Ireland (the “Content Provision Contract”), which allows QYOUTV International Limited to broadcast its programs within a specified geographical area. On July 14, 2015, QYOUTV International Limited was acquired by QYOU Limited in connection with the Asset Purchase, and the Content Provision Contract was subsequently assigned to QYOU Limited.

QYOU USA was incorporated under the laws of the State of Delaware. QYOU USA is involved in the business of influencer marketing.

DESCRIPTION OF CAPITAL structure

Share Capital

Our authorized share capital currently consists of an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. On December 31, 2021, there were 401,394,314 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. As at December 31, 2021, the Company also had issued and outstanding (i) Common Share purchase warrants to acquire an aggregate of up to 35,660,575 Common Shares; (ii) compensation options to acquire an aggregate of up to 4,140,899 units of the Company; (iii) Stock Options (as hereinafter defined) to acquire an aggregate of up to 35,779,654 Common Shares; and (iv) 17,949,993 RSUs (as hereinafter defined).

As at the date hereof, the Company has the following securities issued and outstanding: (i) 408,293,807 Common Shares; (ii) nil First Preferred Shares; (iii) nil Second Preferred Shares; (iv) Common Share purchase warrants to acquire an aggregate of up to 33,048,584 Common Shares; (v) compensation options to acquire an aggregate of up to 4,146,306 units of the Company; (vi) Stock Options (as hereinafter defined) to acquire an aggregate of up to 33,712,053 Common Shares; and (iv) 14,183,321 RSUs (as hereinafter defined).

First Preferred Shares, Second Preferred Shares and Common Shares

The First Preferred Shares and the Second Preferred Shares may be issued from time to time in one or more series. The First Preferred Shares of each series rank equally with the First Preferred Shares of every other series and are entitled to preference over the Second Preferred Shares, the Common Shares and the shares of any other class ranking junior to the First Preferred Shares with respect to the payment of dividends and the distribution of assets in the event of liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs (any such dividend or distribution, a “Distribution”). Subject to the rights of the holders of the First Preferred Shares, the Second Preferred Shares of each series rank equally with the Second Preferred Shares of every other series and are entitled to preference over the Common Shares and shares of any other class ranking junior to the Second Preferred Shares with respect to a Distribution.

Each of the Common Shares entitles the holder thereof to receive notice of, attend and vote at all meetings of the shareholders of the Company, and each Common Share confers the right to one vote at all such meetings. Subject to the rights of the holders of First Preferred Shares and Second Preferred Shares and any other class of shares ranking senior to the Common Shares, the holders of Common Shares are entitled to receive and participate rateably in any Distribution of the assets of the Company to all shares at the time outstanding.

Holders of First Preferred Shares, Second Preferred Shares and Common Shares have no pre-emptive rights, conversion rights or rights of redemption in connection with such shares.

As at December 31, 2021, there were 401,394,314 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. As of the date hereof, the Company has 408,293,807 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding.

Warrants

As at December 31, 2021, Common Share purchase warrants to acquire an aggregate of up to 35,660,575 Common Shares were issued and outstanding. Of such Common Share purchase warrants, (i) 2,249,990 were each exercisable to acquire one Common Share at a price of $0.08 until February 11, 2022; (ii) 12,849,804 were each exercisable to acquire one Common Share at a price of $0.05 until June 30, 2022; and (iii) 20,560,780 were each exercisable to acquire one Common Share at a price of $0.35 until February 25, 2023.

As at the date hereof, the Company has Common Share purchase warrants to acquire an aggregate of up to 33,048,584 Common Shares issued and outstanding.

Compensation Options

As at December 31, 2021, 4,140,899 compensation options were issued and outstanding, of which (i) 17,500 were exercisable at a price of $0.06 per unit until February 11, 2022, each such unit comprised of one Common Share and one Common Share purchase warrant exercisable to purchase one Common Share at the price of $0.08 per share; (ii) 910,582 were exercisable at a price of $0.05 per unit until June 30, 2022, each such unit comprised of one Common Share and one-half of one Common Share purchase warrant exercisable to purchase one Common Share at a price of $0.05 per share; and (iii) 3,235,724 were exercisable at a price of $0.28 per unit until February 25, 2023, each such unit comprised of one Common Share and one-half of one Common Share purchase warrant exercisable to purchase one Common Share at a price of $0.45 per share.

As at the date hereof, the Company has compensation options to acquire an aggregate of up to 4,146,306 units of the Company issued and outstanding.

Stock Options

QYOU has established rolling stock option plan (the “Stock Option Plan”), which plan provides that the Company’s Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Company, or any subsidiary of the Company, options to purchase Common Shares (the “Stock Options”). The Stock Option Plan permits the Board to grant Stock Options to purchase up to ten percent (10%) of the number of Common Shares issued and outstanding at the date of the Stock Option grant.

The Stock Option Plan provides for a floating maximum limit of Stock Options to purchase ten percent (10%) of the outstanding Common Shares, as permitted by the policies of the TSXV, provided that the number of Common Shares reserved for issuance under the Stock Option Plan in combination with the aggregate number of Common Shares issuable under all of the Company’s other equity incentive plans in existence from time to time, including the RSU Plan (as hereinafter defined), shall not exceed 20% of the issued and outstanding Common Shares. As at December 31, 2021, Stock Options to purchase an aggregate of up to 35,779,654 Common Shares were held by directors, officers, employees and consultants of the Company.

As at the date hereof, the Company has Stock Options to acquire an aggregate of up to 33,712,053 Common Shares issued and outstanding.

Restricted Share Units

QYOU has established an amended and restated restricted share unit plan (the “RSU Plan”), which plan permits the Board to grant restricted share units (“RSUs”) to its senior officers, directors, employees, and consultants as a discretionary payment in consideration for significant contributions to the long-term success of the Company. As of the date hereof, in accordance with the policies of the TSXV, a maximum of 26,155,604 Common Shares are reserved for issuance pursuant to the redemption of RSUs granted under the RSU Plan. As at December 31, 2021 there were 17,949,993 RSUs issued and outstanding.

As at the date hereof, the Company has 11,972,283 RSUs issued and outstanding.

For additional details regarding our share capital as well as our issued and outstanding Common Shares, Common Share purchase warrants, compensation options, Stock Options and RSUs, please see the notes to our consolidated financial statements for the fiscal period ended December 31, 2021 and years ended June 30, 2021 and June 30, 2020, copies of which are available for review under the company’s SEDAR profile at www.sedar.com.

DiVIDENDS AND DISTRIBUTIONS

Our Dividend Policy

Subject to the solvency restrictions in the Business Corporations Act (Ontario) and applicable TSXV rules, there are no other restrictions in the Company’s articles or elsewhere that would prevent the Company from paying dividends. When and if issued, each First Preferred Share will rank equally with all other First Preferred Shares and will be entitled to preference over all Second Preferred Shares and Common Shares with respect to the payment of dividends. Similarly, if and when issued, each Second Preferred Share will rank equally with all other Second Preferred Shares and will be entitled to preference over all Common Shares with respect to the payment of dividends. Subject to the rights of the holders of any outstanding First Preferred Shares and Second Preferred Shares, all the Common Shares are entitled to an equal share in any dividends declared and paid. There are currently no First Preferred Shares or Second Preferred Shares outstanding. It is anticipated that all available funds of the Company will be invested to finance the growth of our business and, accordingly, it is not contemplated that any dividends will be paid in the immediate or foreseeable future. Our Board will determine if, and when, dividends will be declared and paid in the future from funds properly applicable to the payment of dividends based on our financial position at the relevant time. See “Risk Factors - Dividends are Discretionary”.

Dividends and Distributions

The Company has not declared or paid any cash dividends or distributions on our outstanding Common Shares within the fiscal period ended December 31, 2021 and years ended June 30, 2020 and June 30, 2020.

Market for Securities

Trading Price and Volume

The Common Shares trade over the facilities of the TSXV under the symbol “QYOU”. The following table sets forth the range of high and low prices per Common Share and total monthly volumes of shares traded on the TSXV for the fiscal period ended December 31, 2021.

	Price per Common Share
Month	High		Low		Total Volume
July 2021	$	0.355	$	0.28		10,008,960
August 2021	$	0.29	$	0.25		6,766,455
September 2021	$	0.335	$	0.23		10,280,191
October 2021	$	0.31	$	0.25		5,761,385
November 2021	$	0.305	$	0.25		7,254,410
December 2021	$	0.26	$	0.20		8,757,443

Source: TMXMoney.com.

Prior Sales

Other than as set forth below, we did not issue any securities in the fiscal period ended December 31, 2021 that were not listed on the TSXV.

Date of Issuance	Number of Securities Issued		Securities Issued	Price Per Security / Exercise Price
November 22, 2021		3,150,000	RSUs⁽¹⁾		N/A	⁽²⁾
November 22, 2021		3,425,000	Stock Options⁽³⁾	$	0.275

Notes:

(1)

RSUs issued to directors, employees and consultants of the Company pursuant to the RSU Plan.

(2)

Upon vesting, each RSU automatically entitles the holder thereof to one Common Share.

(3)

Stock Options issued to directors, employees and consultants of the Company pursuant to the Stock Option Plan exercisable until November 22, 2026.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER

As of the date hereof, to the Company’s knowledge, there are no Company securities held in escrow or that are subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

Directors and Officers

The information below relating to the current directors and officers of the Company is based on information received by the Company from such directors and officers. The following table sets out, for each of our directors and executive officers, the person’s name, province or state, and country of residence, position with our company, principal occupation for the last five years and the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, as at the date hereof. The term of office for each of our directors will expire at the time of the next annual meeting of our shareholders or until his or her successor is duly elected or appointed pursuant to the by-laws of the Company. As at the date hereof, our current directors and executive officers as a group beneficially owned, or controlled or directed, directly or indirectly, an aggregate of up to 37,543,686 Common Shares representing approximately 9.20% of our issued and outstanding Common Shares.

Name and Place of Residence

Position with QYOU and Date First Appointed to the Board (if applicable)

Principal Occupation and Positions During the Last Five Years

Number and Percentage of Common Shares Beneficially Owned or Controlled⁽¹⁾

Curt Marvis

California, USA

Chief Executive Officer,

Director

(March 13, 2017)

Chief Executive Officer (formerly Co-Chief Executive Officer) of QYOU Media Inc. since December 2016. President of QYOU Media Holdings Inc. (formerly “QYOU Media Inc.”) since June 2015. Prior thereto, President of Digital Media at Lions Gate from April 2008 to June 2013.

4,966,667

1.22%

Kevin Williams

Ontario, Canada

Chief Financial Officer

Chief Financial Officer of Coreio Inc. since May 2020. Prior thereto, Managing Partner and Chief Financial Officer of Paterson Partners from December 2018 to April 2020; Vice President of Enterprise Commercial Strategy at Rogers Communication from May 2016 to July 2017 and Business Planning and Board Management at Rogers Communication from June 2014 to May 2016.

1,306,950

0.32%

Steven Beeks

California, USA

Director

(November 1, 2018)

Currently an entertainment consultant and previously the Chief Operating Officer and President, Motion Picture Group of Lions Gate.

680,577 ⁽²⁾

0.17%

Damian Lee⁽³⁾
Ontario, Canada

Director

(May 3, 2017)

Has been a director, writer and producer in the film and television industry for over thirty years.

871,666

0.21%

G. Scott Paterson⁽³⁾
Ontario, Canada

Chairman of the Board,

Director

(March 13, 2017)

President, Paterson Partners, a venture capital entity focused on media and Fintech since 2002.

28,689,492⁽⁴⁾

7.03%

Catherine Warren⁽³⁾

British Columbia,

Canada

Director

(March 13, 2017)

President of FanTrust Entertainment Strategies since 2001.

Chief Executive Officer of Innovate Edmonton since December 2020.

Chief Executive Officer of Vancouver Economic Commission 2018-2020.

1,028,334

0.25%

Notes:

(1)

Percentages are based on 408,293,807 Common Shares issued and outstanding as the date hereof. Information as to the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Company, has been furnished by the respective directors individually or obtained from the System for Electronic Disclosure by Insiders and may include Common Shares owned or controlled by spouses and/or children of such individuals and/or companies controlled by such individuals or their spouses and/or children.

(2)

297,243 of such Common Shares held in the name of Beeks Revocable Trust, over which Mr. Beeks exercises control.

(3)

Member of the Audit Committee.

(4)

2,939,764 of such Common Shares held in the name of Patstar Inc., a company controlled by Mr. Paterson.

Biographical information regarding the foregoing is set forth below.

Biographies of Directors and Executive Officers

Curt Marvis

Curt Marvis is the Chief Executive Officer of the Company and Co-Founder of QYOU, is employed full time with the Company and is responsible for day-to-day business operations including strategy, marketing initiatives, financing and developing key industry partnerships.

Mr. Marvis previously served as Lionsgate’s President of Digital Media, helping the company evolve into a leading next-generation film entertainment studio. Reporting to Lionsgate’s top management team, Mr. Marvis was responsible for guiding the company’s portfolio of digital businesses including Lionsgate’s broad spectrum of digital delivery agreements for its filmed entertainment content. In addition, Mr. Marvis successfully launched original content channels on YouTube, original series in partnership with Hulu and Machinima and several social and mobile games based on iconic Lionsgate properties such as Dirty Dancing and Weeds.

Prior to joining Lionsgate, Mr. Marvis was Co-Founder and Chief Executive Officer of CinemaNow Inc., a leader in digital distribution and technology with investors including Microsoft Corporation, Cisco Systems, Lionsgate, Dish Network Corp and Menlo Ventures.

Mr. Marvis previously served as President of publicly held game developer 7th Level, Inc. (Nasdaq: SEVL), leading its successful restructuring into delivery of web-based technology applications. At 7th Level, he helped create and implement leading web-based business partnerships with Microsoft, Real Networks, GeoCities, broadcast.com, IBM and MTV and helped orchestrate a merger to create Learn2.com. Mr. Marvis was also co-founder of multimedia startup Powerhouse Entertainment and served one year on the IBM Multimedia Task Force creating strategic plans for IBM in its continued development of interactive software. From 1984 to 1994, Mr. Marvis was Co-Founder and Chief Executive Officer of The Company, an award winning and highly successful production company for music videos and commercials. Mr. Marvis is a recipient of the Michael Jackson Video Vanguard award from MTV.

Kevin Williams

Mr. Williams, CPA CA in Canada, has spent 20 years as a senior leader of both finance and commercial strategy teams across various industries. Mr. Williams led Commercial Strategy for a large telecom operator overseeing customer facing strategy for $2 billion in revenue and has expertise as a business leader driving financial growth across start-ups, mid-sized businesses, and large public corporations.

Most recently, Mr. Williams was the Chief Financial Officer for a venture capital firm where he responsible for the day-to-day operations and the investment strategy across high-tech and media industries. Mr. Williams previously served as the Vice-President of Commercial Strategy of Rogers Communications B2B division where he was responsible for customer facing strategy of a $2 billion business unit. Prior to this, from 2006 to 2013, Mr. Williams oversaw several finance organizations in various businesses ranging up to $5 billion in revenue.

Steven Beeks

Steve Beeks has over 35 years of experience in the entertainment industry, most recently spending 20 years with Lionsgate, until December 2017 (including 6 years with a predecessor company, Artisan Entertainment), where he served as COO of the corporation as well as President, Motion Picture Group.

Mr. Beeks was a key strategist in executing Lionsgate’s growth initiatives, both organic and through acquisition. He coordinated all aspects of film production, acquisition and distribution, and oversaw film portfolio investment, production, acquisition and distribution (over $1 billion in investment each year) and oversaw an operation of over 400 employees. In just over five years, Lionsgate’s film slate grossed approximately $10 billion at the global box office and every annual film slate in the 14 years was significantly profitable. Mr. Beeks acquired and distributed substantial libraries of content, amassing a library of over 16,000 titles, one of the largest in the industry, over his time with Lionsgate.

In addition to motion picture responsibilities, he directly managed worldwide home entertainment and television licensing and distribution operations. The home entertainment box-office-to-home-entertainment conversion rate was consistently the top of the industry, and despite Lionsgate maintaining a domestic theatrical box office market share of approximately 7-8% on average, Lionsgate’s home entertainment market share averaged 10-12%. This was due to a focus on library management as well as being known as the best third-party distributor in the industry.

Mr. Beeks also directly oversaw international expansion in the UK through acquisition of an existing distributor and managed the UK and Latin American operations.

From 1998 to 2003, Mr. Beeks served as EVP and President, Home Entertainment at Artisan Entertainment, as an integral member of the management group that was recruited for a “turn-around” situation by Bain Capital, which had acquired what was then known as LIVE Entertainment and took it private. He was part of the team that restructured the company, managed it for growth and positioned for a transaction; acquired by Lionsgate in 2003.

He previously held positions of President, Home Entertainment, Hallmark Entertainment from 1994 to 1998, EVP and President, Home Entertainment at Republic Pictures from 1987 to 1994 and Director, Studio Operations for the Walt Disney Company from 1985 to 1987.

He holds an MBA from The Harvard Business School and a BS Industrial Engineering from Cal Poly, San Luis Obispo.

Damian Lee

Damian Lee is a thirty-year veteran of the film and television industry. He produced and directed over one hundred television sports specials before commencing a career in feature films. To date, Mr. Lee has written, produced and/or directed over fifty feature films, some of which have spawned profitable and entertaining sequels. Ski School, a perennial teen favorite, went into sequel, Watchers went into four sequels, and he took over the Death Wish franchise.

Each such film produced requires a full audit, and Mr. Lee has worked with each of the major accounting firms and many accountants in the process and preparation of such audits. The films Mr. Lee has produced have an aggregate budget in excess of $200 million and Mr. Lee has supervised and worked with a number of financiers, from large lending institutions to private investors, in financing these budgets.

Mr. Lee has cast many notable actors in their first feature film roles including Jim Carrey, Hayden Christensen, Jason Priestly, Kim Coates and Nina Dobrev. As a producer, career highlights include Woman Wanted starring Holly Hunter and Kiefer Sutherland, which won Best Feature Film at the Slamdunk Film Festival and Best Independent Feature Film at the Ajjiic International Film Festival; Fun, which won two Special Jury Awards at the Sundance Film Festival; King of Sorrow starring Kim Coates, which premiered at the World Film Festival in Montreal; The Poet, which won Best Director at the Staten Island Film Festival and Best Cinematography at the Boston International Film Festival; and Sacrifice, starring Cuba Gooding Jr., Christian Slater and Kim Coates.

In the past nine years Mr. Lee has written and directed three films for Sony, including A Dark Truth, starring Andy Garcia, Forest Whitaker, Eva Longoria and Kim Coates, which won Best Picture at the Boston International Film Festival; Breakout, starring Brendan Fraser, Dominic Purcell and Ethan Suplee; and A Fighting Man starring Dominic Purcell, James Caan, Famke Janssen and Lou Gossett Jr.

Mr. Lee has also been involved in various capacities with a number of junior companies. He is the former President and Chief Executive Officer of Noble House Entertainment Inc., a former Audit Committee member of Bontan Corporation, a former member of the Directors Guild of Canada and a former member of the board of directors of Findore Gold Resources Ltd. Mr. Lee has a BA from the University of Guelph.

G. Scott Paterson

Mr. Paterson, 58, is a well-known investor focused on Media and Fintech.

In the ‎media space, Mr. Paterson was the second investor in Lionsgate Entertainment (NYSE:LGF.A) when the company was founded in 1997. He served as a member of the Board of Directors for 21 years including as Chair of the Audit & Risk Committee and today serves as a Director of Lions Gate Entertainment Canada Corp. Mr. Paterson co-founded JumpTV in 2005, orchestrated, as Chair & CEO, the company’s $71 million 2006 IPO led by Morgan Stanley, merged the company with NeuLion in 2008, becoming Vice Chair at the time. NeuLion/JumpTV was sold to Endeavour in 2018 for US $250 million. Mr. Paterson earned a Certificate in Entertainment Law from Osgoode Hall Law School in 2014 and holds an active ACTRA membership. He also serves as a Board member of the Canadian Film Centre’s Idea Boost Program and previously served as a Trustee of the Art Gallery of Ontario. He is currently the Lead Director of Giftagram Inc., a rapidly growing e-commerce mobile gifting app and corporate gifting solution.

Mr. Paterson was a Top 40 Under 40, has been a TedTalk speaker, had a chapter dedicated to him in Peter C. Newman‎’s Titans, has been profiled in Time Magazine as ‘One of Canada’s 21st Century Leaders’, has been profiled in Newsweek as ‘One of 17 People to Watch Globally’, was awarded Western University’s Purple & White top Alumni Award and has been a speaker on behalf of countless organizations such as Mastercard, EY Entrepreneur of the Year and the National Angel Capital Organization.

In the financial services arena, in the mid-1990s, as Chair & CEO, Mr. Paterson built Yorkton Securities into Canada’s leading technology and media investment bank raising over $3 billion, as lead underwriter, and an additional $9 billion, as managing underwriter, for technology, Internet, and media, film & entertainment companies. Mr. Paterson has also served as Chair of the Toronto Venture Stock Exchange, Vice Chair of the Toronto Stock Exchange, a Governor of the Investment Dealers Association, a Director of the Canadian Investor Protection Fund and a Director of the Canadian Securities Institute. Mr. Paterson co-founded Symbility Solutions in 2004 which was sold to Corelogic, Inc (NYSE:CLGX) in 2018 for $161 million. In 2015, he co-founded FutureVault Inc., a leader in the development of ‘Personal Life Management’ digital vaults, where he serves as Executive Board Chair. In 2021, Mr. Paterson joined the Board of Directors of CoinSmart Financial Inc. (NEO:SMRT), a leading Canadian headquartered crypto asset trading platform.

Mr. Paterson obtained, in 2014, his ICD.D designation as a graduate of the Institute of Corporate Director’s at Rotman School of Management, University of Toronto.

Catherine Warren

As president of FanTrust Entertainment Strategies, Catherine Warren provides growth strategies for the entertainment and media technology sectors. Founded in 2001, her business helps global clients to captivate audiences, build revenues, close strategic deals, and secure financing. A pioneer in digital FanBuilding, Ms. Warren has created the fan strategies for mega-hits such as Homeland and the CSI television franchise, for eOne TV and Lionsgate films as well as for top YouTube multi-channel networks and videogame companies, including for Sony AAA titles and eSports broadcasters. Catherine’s work includes mergers and acquisitions for digital distribution and digital intellectual property, raising capital and liquidity events for media company clients and advising media funds, hedge funds and media executives on strategic growth.

From 2018 to 2020, Ms. Warren also served as Chief Executive Officer of Vancouver Economic Commission and in December 2020, she was appointed Chief Executive Officer of Innovate Edmonton, the municipal innovation authority.

Earlier in her career, Ms. Warren was Chief Operating Officer of a broadcast tech company that she and colleagues took public on the Nasdaq, growing it to a $300 million market capitalization, with clients including CTV Television Network and FOX Broadcasting Company. Ms. Warren is a member of the international Academy of Television Arts & Sciences, serving on the Nominating Committee and as an Emmy judge; and is a longstanding Executive Board director of the United Nations flagship program, World Summit Awards for digital media, which represents the best media from 160 countries. For close to two decades, she served on the board of the national Bell Fund, Canada’s largest private fund for digital broadcasting, with over $200 million invested to date in media for all platforms.

Ms. Warren has a physics degree from Reed College and an MS from Columbia University’s Graduate School of Journalism, where she did her original digital work at MIT’s Media Lab and won the Correspondent Fund Award to report at CERN, the European Centre for Particle Physics Research.

Cease Trade Orders

To the best of the knowledge of the Company, no director or executive officer of our company is, as at the date of this Annual Information Form, or was within ten years before the date of this Annual Information Form, a director or chief executive officer or chief financial officer of any company (including our company) that: (a) was the subject of an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

Bankruptcy and Insolvency

To the best of the knowledge of the Company, no director or executive officer of our company: (a) is, as at the date of this Annual Information Form, or within 10 years before the date of this Annual Information Form, has been a director or executive officer of a corporation (including our company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of this Annual Information Form, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director or executive officer.

Penalties or Sanctions

Except as described below, to the best of the knowledge of the Company, no director or executive officer of our company has been subject to: (a) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder in making an investment decision.

Mr. Paterson reached a voluntary settlement with the Ontario Securities Commission twenty one years ago in December 2001 in respect to administrative proceedings which included a suspension of his registration for two years and a one-million-dollar voluntary payment. There were no allegations that Mr. Paterson had violated any securities law, statute, regulation or policy statement.

Conflicts of Interest

Some of our existing directors or officers are also directors and officers of other companies and have other business interests which may prove to be of interest to us, which may be competitive to the interests of QYOU or which may be current or future strategic partners. It is possible, therefore, that a conflict may arise between their duties as directors or officers of our company and their duties as directors or officers of such other companies. We require that such individuals disclose all such conflicts in accordance with the requirements of the Business Corporations Act (Ontario) and that they govern themselves in respect thereof to the best of their ability in accordance with the obligations imposed upon them by law.

RISK FACTORS

An investment in our securities is subject to several risks which involve a high degree of uncertainty and must be considered highly speculative due to the nature of the Company’s business. These risks, including those described below, could have a material adverse effect upon, among other things, the future operating results, potential earnings, business prospects and condition (financial or otherwise) of the Company. A prospective purchaser of such securities should carefully consider the risks and uncertainties described below as well as the other information contained in this Annual Information Form, including the information set forth under the heading “Cautionary Note Regarding Forward-Looking Information”. The risks described herein are not the only risk factors facing the Company and should not be considered exhaustive. Additional risks and uncertainties not currently known to the Company, or that the Company currently considers immaterial, may also materially and adversely affect the business, operations and condition (financial or otherwise) of the Company.

Should one or more of the risks or uncertainties described below materialize or should the underlying assumptions of the Company’s business prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned and the market price of our shares could decline causing you to lose all or part of your investment.

Risks Related to the Company

The Company’s securities may experience price volatility and investors may lose all or part of their investment.

There can be no assurance that an active market for our securities will be sustained. Securities of small and mid-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include global economic developments and market perceptions of the attractiveness of certain industries. There can be no assurance that continuing fluctuations in price will not occur. Those fluctuations could be based on various factors in addition to those otherwise described in this Annual Information Form, including:

●

our operating performance and the performance of our competitors;

●

the COVID-19 pandemic;

●

the military conflict between Ukraine and Russia;

●

the public’s reaction to our press releases, our other public announcements and our filings with Canadian securities regulatory authorities;

●

changes in earnings estimates or recommendations by research analysts who follow us or other companies in our industry;

●

the number of shares available for future sale;

●

the passage of legislation or other regulatory developments affecting us or our industry;

●

the arrival or departure of key personnel;

●

general economic, political and market conditions; and

●

other developments affecting us, our industry or our competitors.

As a result of any of these factors, the market price of the securities of the Company at any given point in time may not accurately reflect the long-term value of the Company. A decline in the value of our Common Shares could cause investors to lose some or all their investment and may adversely impact our ability to attract and retain employees and raise capital. In addition, shareholders may initiate securities class action lawsuits if the market price of our Common Shares drops significantly, which may cause us to incur substantial costs and could divert the time and attention of our management.

The Company pays a fee for video content and may be adversely affected if access to such titles are restricted or if such fees are increased; its business may be influenced by the pricing models of content owners.

If license fees are increased, there can be no assurance that the Company will be able to pass through such increased rates to generate consequential increases in advertising revenues. . Consequently, results of operations, financial performance and the condition of the Company may be adversely affected. There is no assurance that the Company will be able to secure such rights, licenses, and content in the future on commercially reasonable terms, if at all.

The Company’s business depends in large part upon Pay-TV and Free-TV providers, whose payments are dependent on the number of Pay-TV and Free-TV subscribers

The majority of the Company’s current revenue base comes from television advertising. This subscriber base is reached through a relatively small number of significant Pay-TV and Free-TV (DD Free Dish) providers who are all under contracts lasting generally from one to two years and renewed accordingly. The value of its Common Shares may be adversely affected should the Company lose the advertising revenue generated from such distribution relationships. . The Company’s success is ultimately dependent on packaging decisions made by Pay-TV and Free-TV providers and how many of their subscribers opt to view The Q channel content. The obligations of Pay-TV providers under the Company’s agreements are typically subject to changes in rules and policies of Indian broadcast authorities.

The extent to which the foregoing subscriber base will be maintained, or grow is uncertain and dependent upon the ability of Pay-TV and Free-TV providers to deploy and expand their digital technologies, their marketing efforts and the packaging of their services’ offerings. While the Company has entered into agreements with these Pay-TV providers for the distribution of its products and services, there can be no assurance that the Company will be able to renew all of the contracts with these Pay-TV providers or that such contracts will be renewed on terms as favorable as the existing contracts, and, as a result, that the Company will be able to continue to rely on these Pay-TV and Free-TV providers to generate an important source of revenue for the Company in the future. Moreover, under certain of the Company’s agreements, the revenues generated may vary depending on the number of services distributed by Pay-TV and Free-TV providers and the viewership rate of The Q channels with the subscriber base having access to Company’s services.

The video entertainment industry is a rapidly evolving market, which makes it difficult to evaluate the Company’s current business and future prospects

The market for online video content is undergoing rapid and continuous change and is subject to significant challenges. As a result, the future revenue and income potential of the Company’s business is uncertain. Investors should consider the Company’s business and prospects in light of the risks and difficulties encountered in this rapidly evolving market, which risks and difficulties include, among others:

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evolving business model;

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ability to build and retain viewership and increase viewer hours;

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ability to maintain relationships with customers;

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operation under an evolving digital media and entertainment industry licensing structure; and

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ability to continue to secure the rights to content that attract viewers to the service on fair and reasonable economic terms.

Failure to successfully address these risks and difficulties, and other challenges associated with operating in a rapidly evolving market, could inhibit the implementation of the Company’s business plan, significantly harm the Company’s financial condition, operating results and liquidity and prevent the Company from sustaining profitability.

The Company faces competition from other content providers and that competition is likely to increase over time

The Company faces competition from other content providers in its pursuit to acquire additional content, which may reduce the amount of video content that the Company is able to acquire or license and may lead to higher acquisition prices. The Company’s competitors may from time to time offer better terms of acquisition to content owners. Increased competition for the acquisition of digital rights to made-for-web video may result in a reduction in operating margins and may reduce the Company’s ability to distinguish itself from competitors by virtue of its video library.

The Company competes for the time and attention of viewers with other content providers on the basis of a number of factors, including quality of experience, relevance, acceptance and perception of content quality, ease of use, price, accessibility, perception of ad load, brand awareness and reputation.

Competitors may leverage their existing infrastructure, brand recognition and content collections to augment comparable content offerings featuring content from social media stars and digital content creators. The growth of social media could facilitate other forms of new entries that will compete with the Company.

In addition, the Company also competes with providers of on-demand video media and entertainment which are purchased or available for free and playable on mobile devices, automobiles and in households and offer viewers an interactive experience. These forms of media may be purchased, downloaded and owned or accessed from subscription or free online on-demand offerings (e.g. YouTube, TikTok, Snapchat).

The Company’s current and future competitors may have more well-established brand recognition, greater financial, technical and other resources, more sophisticated technologies or more experience in the markets, both domestic and international, in which the Company competes.

To compete effectively, the Company must continue to invest significant resources in the development of its service to enhance the user experience of its viewers. There can be no assurance that the Company will be able to compete successfully for viewers in the future against existing or new competitors, and failure to do so could result in loss of existing or potential viewers, reduced revenue, increased marketing expenses or diminished brand strength, any of which could harm the Company’s business.

The Company faces many risks associated with its long-term plan to expand its operations in India and the United States

A key element of the Company’s growth strategy is to continue to expand its operations into India and the United Stated . Operating in India requires significant resources and management attention and will subject the Company to regulatory, economic and political risks that are different from those in Canada. As a result, there can be no assurance that the Company’s India expansion efforts will be successful. In addition, it will face risks in doing business in India that could adversely affect its business, including:

	●	the need to modify its technology and sell its solutions in accordance with India laws;
	●	the ability to comply with differing regulatory and technical requirements in India;
	●	difficulties in integrating India operations and maintaining an enterprise-wide consistent corporate culture;
	●	potentially greater difficulty collecting accounts receivable and enforcing contracts;
	●	longer payment cycles;
	●	unexpected changes in regulatory requirements;
	●	difficulties and costs associated with understanding and complying with local laws, regulations and customs in India;
	●	political, economic and social instability;
	●	increased costs of adapting products and services in India;
	●	difficulties and costs related to eventual implementation of new infrastructures in India;
	●	the need to expand localization of its service to other Indian language groups and those customers’ preferences and customs;
	●	barriers such as quotas and local content rules;
	●	differing degrees of protection for intellectual property rights in India;
	●	potential adverse tax consequences associated with India operations and revenue;
	●	fluctuations in currency exchange rates;
	●	restrictions on the transfer of funds; and
	●	new and different sources of competition and pricing pressure.

Furthermore, some of the Company’s operations and sales in India might experience corruption to some degree. Violations of anti-corruption laws or regulations by the Company’s partners or other sales channels participants, or allegations of such violations, could have a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.

The Company’s failure to successfully manage any of these risks could harm its existing and future international operations and could have a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.

Indian and other international operations

A substantial portion of the Company’s business and employees are in jurisdictions outside of Canada, and the Company intends to continue to develop and expand its business in these jurisdictions. In particular, the Company has expanded its operations in India. Consequently, the Company’s operations, financial performance and the market price of the Common Shares are affected by changes in exchange rates and controls, interest rates, changes in government policies, including taxation policies, social and civil unrest, and other political, social and economic developments in or affecting the international jurisdictions in which the Company operates. Additionally, the performance and growth of the Company’s business is dependent on economic conditions prevalent in the international jurisdictions in which it operates, which may be materially and adversely affected by political instability or regional conflicts, including, but not limited to, the duration of hostilities stemming from Russia’s invasion of Ukraine, a general rise in interest rates, inflation, economic slowdown elsewhere in the world or otherwise.

International operations are subject to political, economic and social uncertainties, including, among others, risk of war, risk of terrorist activities, revolution, border disputes, expropriation, renegotiations or modification of existing contracts, freezing of bank accounts and other assets, restrictions on repatriation of funds, import, export and transportation regulations and tariffs, taxation policies, including royalty and tax increases and retroactive tax claims, exchange controls, currency fluctuations, labour disputes, sudden changes in laws and other uncertainties arising out of foreign government sovereignty over the Company’s international operations. In addition, the global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24, 2022, a full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable, the conflict in Ukraine could lead to market disruptions, including significantly impacting the Company’s expansion into international operations, financial performance and the market price of the Common Shares.

Some international jurisdictions also regulate foreign ownership of domestic companies and resources. These regulations and restrictions may apply to acquisitions by the Company or its affiliates of shares in companies in international jurisdictions or the provision of funding by the Company to such companies. There can be no assurance that the Company will be able to obtain any required approvals for acquisitions or investments in international jurisdictions, or that it will be able to obtain such approvals on satisfactory terms.

The Company is seeking to grow its business. If the Company does not effectively maintain and manage growth, its business, results of operations and financial condition could be adversely affected

The Company’s success depends in part on its ability to implement its growth strategy and manage growth effectively. To manage the expected growth of the Company’s operations and personnel, it will need to continue to improve its operational, financial and management controls and its reporting systems and procedures. Failure to effectively manage growth could result in difficulty in launching new products or enhancing existing products, declines in quality or user satisfaction, increases in costs or other operational difficulties, and any of these difficulties could have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows.

Furthermore, the Company’s expansion and acquisitions may require it to incur significant costs or divert significant resources and may limit its ability to pursue other strategic and business initiatives, which could have an adverse effect on its business, financial condition, prospects or results of operations.

There are risks associated with various acquisitions, business combinations and joint ventures

There can be no assurance that appropriate acquisitions or expansion opportunities will be identified or available, that the Company will have to or be able to obtain sufficient financing on acceptable terms to fund any such acquisition or expansion, that any such acquisition or expansion will be consummated, or, if consummated, the timing thereof, or that any such acquisition or expansion can be successfully integrated into or with the Company’s existing operations and business strategy. Any of the foregoing could have a material adverse effect on the Company’s business, results of operations or financial condition.

The Company relies on third parties to provide hardware, software and related services necessary for the operation of its business

The Company relies on hardware, software and related services provided by third parties. The Company also incorporates and includes certain third-party hardware or software into and with its applications and service offerings and expects to continue to do so. The operation of its applications and service offerings could be impaired if errors occur in the third-party software that it uses. It may be more difficult for the Company to correct any defects in third-party hardware or software because the development and maintenance of the hardware and software is not within its control. Accordingly, the Company’s business could be adversely affected in the event of any errors in this hardware or software. There can be no assurance that any third-party hardware suppliers or software licensors will continue to make their products available to the Company on acceptable terms, to invest the appropriate levels of resources in their products to maintain and enhance the Company’s capabilities, or to remain in business. Any impairment in the Company’s relationship with these third-party suppliers or licensors could harm its ability to maintain and expand the reach of the Company’s service, which could harm its operating results, cash flow and financial condition.

The Company depends on key personnel to operate its business, and if the Company is unable to retain, attract and integrate qualified personnel, its ability to develop and successfully grow the business could be harmed

The Company’s success depends largely upon the continued services of its executive officers and other key employees who have specialized technical knowledge regarding the online digital media business, IT systems and music and videos systems. If the Company loses the services of one or more of these employees, or fails to attract qualified replacement personnel, it could harm the Company’s business and prospects. In addition, from time to time, there may be changes in the executive management team resulting from the hiring or departure of executives, which could disrupt business. The Company’s success is also highly dependent on its continuing ability to identify, hire, train, retain and motivate highly qualified personnel who have specialized technical knowledge regarding the online media business, IT systems and music and video systems.

Competition for highly skilled technical, management, marketing, sales, and other employees is high in the industry in which the Company operates, and the Company may not be successful in attracting and retaining such personnel. Failure to attract and retain qualified executive officers and other key employees could have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows.

The Company may be adversely affected by liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due resulting in a working capital deficiency. The Company may not be able to raise additional capital to offset the working capital deficiency. The Company manages liquidity risk by continuously monitoring actual and budgeted cash flows under both normal and stressed conditions. In addition, the Board will review and approve the Company’s operating and capital budgets, as well as any material transactions out of the ordinary course of business, including proposals on mergers, acquisitions, or other major investments. The Company’s objective in managing liquidity risk is to maintain sufficient readily available reserves in order to meet the Company’s liquidity requirements at any point in time.

The Company may be adversely affected by currency risk and exchange rate fluctuations

Currency risk is the risk to the Company’s earnings that arises from fluctuations of foreign exchange rates. The Company is exposed to foreign currency exchange risk as it has sales and contracts denominated in currencies other than the functional currency of the Company and its subsidiaries.

Since the Company’s reporting currency is Canadian dollars and the Company has significant US operations and Indian operations with US dollars and Indian Rupees as the functional currency, the Company is exposed to foreign currency fluctuations on its reported amounts of US and India assets and liabilities. As at December 31, 2021, the Company had net liabilities of US$1,140,182 (excluding intercompany balances) denominated in US dollar and net liabilities of ₹135,842,048 (excluding intercompany balances) denominated in Indian Rupees. A 10% change in exchange rates between US dollars, Indian rupees and Canadian dollar would result in $375,891 of additional net liabilities recorded on the consolidated statements of financial position. All such changes are recorded to other comprehensive income (loss).

Currency exchange rates are determined by market factors beyond the control of the Company and may vary substantially during a financial reporting period. For the purposes of financial reporting, additional earnings variability arises from the translation of monetary assets and liabilities denominated in currencies other than the US dollar at the rate of exchange at each balance sheet date, the impact of which is reported as a foreign exchange gain or loss in the consolidated statement of comprehensive income of the Company. The Company’s objective in managing foreign currency risk is to minimize net exposure to foreign currency cash flows, by transacting with third parties in US dollars and Indian Rupees to the maximum extent possible and practical, given that such transactions will act as natural economic hedges for each of these currencies. However, these hedging transactions could, in certain circumstances, prove economically ineffective and may not be successful in protecting the Company against exchange rate fluctuations, or the Company may in the future be required to provide cash and other collateral to secure its obligations with respect to such hedging transactions or be unable to enter such transactions on favorable terms, or at all.

The Company may be adversely affected by economic and political instability in emerging countries where it operates

A significant portion of the Company’s revenue comes from operations in India with the potential of economic and political instability. As such, the Company is subject to political, economic, and other uncertainties, all of which may be caused by many different factors, including high interest rates, changes in currency values, high levels of inflation and exchange controls. The Indian government may adopt monetary policies which include restrictions on the free disposition of funds deposited with banks, restrictions on the exchange of domestic currency and restrictions on transferring funds outside of these countries. There can be no assurance that the existing currency restrictions or future economic developments in these countries, over which the Company has no control, will not impair the Company’s financial condition, ability to access revenues generated in such countries, results of operations and business prospects.

Rapid technological and industry changes could make the Company’s products and services obsolete; the Company’s success depends, in part, on its ability to develop and sell new products and services

The social video industry is characterized by rapid technological change, frequent new product innovations, changes in customer requirements and expectations, and evolving industry standards. There is no assurance that one or more of the technologies utilized by the Company may not become obsolete, or that its products or services will be in demand when they are offered. Furthermore, the Company may not be able to successfully identify, develop and market new products and services opportunities in a timely manner. Competing products using new technologies, or emerging industry standards, could make the Company’s technology obsolete. Further, the Company’s competitors may have access to technologies not available to the Company, which may enable them to produce products of greater interest to consumers, or at a more competitive cost. Competitive or technological developments may require the Company to make substantial, unanticipated investments in new products and technologies despite the possibility of having insufficient resources to make such investments.

In addition, the Company’s success depends in part on the ability of its personnel to develop cutting-edge media products and services and the ability to cross sell visual media to existing clients. The Company’s business and operating results will be harmed if it fails to cross sell its products and services or fails to develop products and services that achieve widespread market acceptance or that fail to generate significant revenues or gross profits to offset development and operating costs.

The Company may need additional funding for its business plan and additional financing might not be available

The Company may need additional financing due to future acquisitions, changes in its business plan or failure of its business plan to succeed, including increasing marketing, distribution, or programming costs or to refinance debt when due. The Company’s actual funding requirements could vary materially from current estimates. Given the sensitivity of capital markets worldwide, there is a risk that the Company may not be able to obtain additional equity or debt financing on favorable terms or at all. While management believes that the Company possesses sufficient cash resources, access to capital markets and other liquidity sources to execute the Company’s business plan, an inability to access financing at a reasonable cost could affect its ability to grow. In addition, in instances where the Company issues equity, such issuance will result in the then-existing shareholders of the Company sustaining dilution to their relative proportion of the equity in the Company. If the Company fails to obtain any necessary financing on a timely basis, its ability to execute its current business plan may be limited, and its business could be adversely affected. As a result, the Company could default on its commitments to creditors or others and may have to seek a purchaser for its business or assets.

Failure to generate sufficient cash revenues could materially adversely affect the Company’s business

The Company’s ability to be profitable and to have positive cash flow is dependent upon the ability to maintain broadcast and commercial customers who purchase its products and use its services and who therefore generate its cash revenues. See “Risk Factors – The Company’s business depends in large part upon Pay-TV and Free-TV providers, whose payments are dependent on the number of subscribers”. A material reduction in revenue would negatively impact the Company’s financial position.

In addition, if the Company’s revenue declines or grows more slowly than anticipated, or if its operating expenses are higher than expected, the Company may not be able to sustain or increase profitability, in which case the Company’s financial condition will suffer and its value could decline. Failure to generate sufficient cash revenues could also cause the Company to go out of business.

If the Company cannot maintain its corporate culture as it grows, it could lose the innovation, teamwork and focus that significantly contribute to its business

The Company believes that a critical component of its success is its corporate culture, which the Company believes fosters innovation, encourages teamwork, cultivates creativity and promotes focus on execution. The Company has invested substantial time, energy and resources in building a highly collaborative team that works together effectively in a non-hierarchical environment designed to promote openness, honesty, mutual respect and pursuit of common goals. As the Company continues to develop the infrastructure of a public company and grow, it may find it difficult to maintain these valuable aspects of its corporate culture. Any failure to preserve the Company’s culture could negatively impact its future success, including its ability to attract and retain employees, encourage innovation and teamwork and effectively focus on and pursue its corporate objectives.

Unfavourable economic conditions may affect the Company’s business and financial results

The Company’s operating results may vary based on changes in its industry or the global economy. Unfavorable economic conditions, including the impact of COVID-19, the impact of the Russia’s invasion in Ukraine, the impact of recessions, slow economic growth, economic and pricing instability, decrease of employment levels, increase of interest rates and credit market volatility, may affect the Company’s business and financial results. As a result of such unfavorable economic conditions, entertainment services such as the Company’s may be considered discretionary on the part of some of its current and prospective customers or viewers who may choose to use a competing free service. To the extent that overall economic conditions reduce spending on discretionary activities, the Company’s ability to retain current customers and obtain new customers and viewers could be hindered, which could negatively impact its business, growth revenue and potential profitability. If economic conditions deteriorate, this could have a material adverse effect on the Company’s business, prospects, financial condition, results of operations and cash flows.

The outbreak of COVID-19 could result in unforeseeable consequences

The outbreak of the novel coronavirus, or COVID-19, continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets and economies. The global impact of the outbreak has been rapidly evolving, and many countries have reacted by instituting or reinstituting quarantines, restrictions on travel and other measures to mitigate the impact of this pandemic. While many of these measures have been relaxed in certain jurisdictions, spread of the virus continues and some of these restrictions remain in place. Such actions have created disruption in global supply chains, and have adversely impacted several industries, including, among others, transportation, hospitality and entertainment. The outbreak has triggered a period of global economic slowdown and continued volatility and could have a continued adverse impact on economic and market conditions even after restrictive measures are relaxed or removed. The rapid development and continued fluidity of this situation precludes any prediction as to the duration and extent of this pandemic and its impact on the business, financial condition, and results of operations of the Company and its subsidiaries, as well as the business, financial condition and results of operations of their portfolio companies. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to our and our subsidiaries’ performance and financial results, including following the relaxation or removal of restrictive measures. The Company continues to actively monitor developments with respect to this pandemic and its impact as part of the Company’s overall investment objective and strategy. To the extent the Company continues to be adversely impacted by the effects of COVID-19, it may have a material adverse impact on the Company’s future net investment income, the fair value of its portfolio investments, its financial condition and the results of its operations and financial condition.

The locations of the Company’s users expose it to foreign privacy and data security laws and may increase its liability, subject it to non-uniform standards and require it to modify its practices

The Company’s users are in Canada, the US and India.. As a result, the Company collects and processes the personal data of individuals who live in several different countries. Privacy regulators in certain of those countries have publicly stated that foreign entities (including entities based in Canada and the US) may render themselves subject to those countries’ privacy laws and the jurisdiction of such regulators by collecting or processing the personal data of those countries’ residents, even if such entities have no physical or legal presence there. Consequently, the Company may be obligated to comply with the privacy and data security laws of certain foreign countries.

The Company’s exposure to Canadian, American, Indian and other foreign territories’ privacy and data security laws impacts its ability to collect and use personal data and increases its legal compliance costs and may expose the Company to liability. As such laws proliferate, there may be uncertainty regarding their application or interpretation, which consequently increases the Company’s potential liability. Even if a claim of non-compliance against the Company does not ultimately result in liability, investigating or responding to a claim may present a significant cost. Future legislation may also require changes in the Company’s data collection practices which may be expensive to implement.

Piracy is likely to have a negative impact on the potential revenue of the Company

A portion of the Company’s revenue comes from the sale of its digital content over the Internet and wireless, cable and mobile networks, which is subject to unauthorized consumer copying and widespread dissemination without an economic return to the Company. Global piracy is a significant threat to the entertainment industry generally and to the Company. Unauthorized copies and piracy have contributed to the decrease in the volume of legitimate sales of music and video content and have put pressure on the price of legitimate sales. This may result in a reduction in the Company’s revenue.

The Company’s business is subject to the risks of natural catastrophic events and to interruption by man-made problems such as computer viruses or terrorism

The Company’s systems and operations are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins, or similar events. For example, a significant natural disaster, such as an earthquake, fire, or flood, could have a material adverse impact on the Company’s business, operating results and financial condition, and insurance coverage may be insufficient to compensate the Company for losses that may occur. In addition, acts of terrorism could cause disruptions in the Company’s business or the economy. The Company’s servers may also be vulnerable to computer viruses, break-ins, and similar disruptions from unauthorized tampering with IT systems, which could lead to interruptions, delays, loss of critical data or the unauthorized disclosure of confidential customer data. The Company’s business interruption insurance may be insufficient to compensate the Company for losses that may occur because of natural catastrophic events, computer viruses or terrorism. As the Company relies heavily on servers, IT and communications systems, the Internet and the Cloud to conduct its business and provide high quality service to its viewers, such disruptions could negatively impact the Company’s ability to run its business, result in loss of existing or potential viewers and increased maintenance costs, which would adversely affect the Company’s operating results and financial condition.

Customer concentration risk

For the fiscal period ended December 31, 2021, the Company’s top ten customers represented approximately 99% of sales, with three customers representing 40% of sales. This concentration of sales creates customer concentration risk to the business, and any changes to the agreements between the Company and such customers or the loss of such customers’ business could have a materially adverse impact on the business, operations, and results of the Company.

The Company could be subject to additional income tax liabilities

The Company is subject to provincial and federal income taxes in Canada and in numerous foreign jurisdictions. Significant judgment is required in evaluating and estimating worldwide income tax provision and accruals for these taxes. For example, the Company effective tax rates could be adversely affected by earnings being lower than anticipated in countries where it has lower statutory tax rates and higher than anticipated in countries where it has higher statutory tax rates, by losses incurred in jurisdictions for which it is not able to realize the related tax benefit, by changes in foreign currency exchange rates, by changes in the valuation of its deferred tax assets and liabilities, or by changes in the relevant tax, accounting and other laws, regulations, principles and interpretations. The Company will also be subject to tax audits in various jurisdictions, and such jurisdictions may assess additional income tax liabilities against it.

The Company’s reputation may be negatively impacted, which could have a material adverse effect on its business, financial condition and results of operations

The Company has generally enjoyed a good reputation among the public. The Company’s ability to maintain existing customer relationships and to attract new customers depends to a large extent on its reputation. While the Company has put in place certain mechanisms to mitigate the risk that its reputation may be tarnished, the Company cannot be assured that it will continue to enjoy a good reputation, nor can it be assured that events that are beyond its control will not cause its reputation to be negatively impacted. The loss or tarnishing of the Company’s reputation could have a material adverse effect on its business, prospects, financial condition, and results of operations.

The Company may be adversely affected by litigation and other claims

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Like most companies, during its business the Company could be subject to the threat of litigation and may be involved in disputes with other parties in the future, which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. The Company is not currently involved in any disputes with other parties which it believes might result in litigation. Management is committed to conducting business in an ethical and responsible manner which it believes will reduce the risk of conflict and legal disputes with third parties. However, if the Company is unable to resolve future legal disputes favorably, it could have material adverse effects on its business, financial condition, and results of operations.

The Company may be adversely affected by credit risk

Credit risk is the risk of financial loss associated with a counterparty’s inability to fulfill its contractual payment obligations and arises principally from deposits with banks and outstanding receivables. The Company’s primary credit risk relates to its bank accounts. The Company minimizes credit risk on cash by dealing only with recognized, creditworthy third parties, whom management believes to be financially sound counterparties and by depositing only with reputable financial institutions. Additionally, the Company performs credit checks for all customers who wish to trade on credit terms. While the Company believes that it has limited credit risk on accounts receivable, business prospects, financial condition, results of operations and cash flows could be materially affected if a deterioration of economic or business conditions resulted in a weakening of the financial condition of a material number of its customers, causing them to default on their balances owing.

The Company’s business is subject to broadcast regulations in the jurisdictions in which it operates

Regulatory parameters over television broadcasting in North America and India are constantly being revised and changes could have a material adverse impact on the Company’s procedures, costs and revenues. To mitigate these risks, the Company monitors industry developments very closely through industry advisors.

The Company is a niche company with a first to market narrow product offering

As a niche Web video content provider with a narrow product offering, the Company at this time does not have the full diversification in services compared to other larger Web content companies. Therefore, the Company could be exposed to unforeseen changes in the Web content market which could adversely affect its future financial results.

Conflicts of interest

Certain of the directors and officers of the Company also serve as directors and/or officers of other companies involved in the industries in which the Company operates, and consequently there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers will be made in accordance with their duties and obligations to deal fairly and in good faith with a view to the best interests of the Company and its shareholders. In addition, each director is required to declare and refrain from voting on any matter in which such director may have a conflict of interest in accordance with the procedures set forth in the Business Corporations Act (Ontario) and other applicable laws. See “Directors and Officers – Conflicts of Interest”.

Dividends are discretionary

The Company is not obligated to pay dividends on its First Preferred Shares, Second Preferred Shares or Common Shares. The payment of dividends is at the sole discretion of the Company’s Board and as at the date hereof, the Company has not paid dividends. In addition, in the future should the Company obtain credit facilities to finance its operations, such credit facilities may restrict its ability to pay dividends, and thus the Company’s ability to pay dividends on its shares will depend on, among other things, its level of indebtedness at the time of the proposed dividend and whether it is in compliance with such facilities. Any reduction or elimination of dividends could cause the market price of the Common Shares to decline and could further cause the Common Shares to become less liquid, which may result in losses to shareholders.

Future sales of Common Shares by the Company

The Company may issue additional Common Shares in the future, which may dilute a shareholder’s holdings in the Company. The Company’s articles permit the issuance of an unlimited number of Common Shares and shareholders will have no pre-emptive rights in connection with such further issuances. The Company’s Board has the discretion to determine the terms of issue of further issuances of Common Shares. Also, additional Common Shares may be issued by the Company upon the exercise of Common Share purchase warrants, compensation options, Stock Options issued under the Stock Option Plan and the redemption of RSUs issued under the Company’s amended and restated RSU Plan.

The Company may be adversely affected by securities or industry research and reports

If securities or industry analysts do not publish research or reports about the Company, if they change their recommendations regarding the Company adversely, or if the Company’s operating results do not meet their expectations, the share price and trading volume could decline.

The trading market for the Company Shares could be influenced by the research and reports that industry or securities analysts publish about the Company. If one or more of these analysts cease coverage or fail to regularly publish reports, the Company could lose visibility in the financial markets, which in turn could cause the trading price or volume of the Common Shares to decline. Moreover, if one or more of the analysts downgrade the Company or its shares or if the Company’s operating results do not meet their expectations, the trading price of the Common Shares could decline.

Legal and accounting requirements and risk of non-compliance

As a publicly listed company, the Company is subject to numerous legal and accounting requirements that do not apply to private companies. The cost of compliance with many of these requirements is material. Failure to comply with these requirements can have numerous adverse consequences including, but not limited to, the Company’s inability to file required periodic reports on a timely basis, loss of market confidence, delisting of its securities and/or governmental or private actions against the Company. There can be no assurance that the Company will be able to comply with all these requirements or that the cost of such compliance will not prove to be a substantial competitive disadvantage vis-à-vis privately held and larger public competitors.

The Company may be adversely affected by interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. However, a variation of interest rates would not significantly affect results or equity of the Company as it does not have any interest-bearing financial instruments. The Company is not exposed to interest rate risk as at December 31, 2021.

Accounting policies and internal controls

The Company prepares its financial reports in accordance with International Financial Reporting Standards. In preparation of its financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of the Company. Significant accounting policies are described in more detail in the Company’s audited financial statements. To have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, the Company cannot provide absolute assurance in this regard.

It may be difficult for shareholders to enforce within Canada any judgments obtained against the Company and to effect service of process against the Company’s directors and officers who are not resident in Canada

The majority of the Company’s subsidiaries and most of its assets are located outside of Canada. Accordingly, it may be difficult for shareholders to enforce within Canada any judgments obtained against the Company, including judgments predicated upon the civil liability provisions of applicable Canadian securities laws or otherwise. Consequently, shareholders may be effectively prevented from pursuing remedies against the Company under Canadian securities laws.

The Company has subsidiaries incorporated in the US, Ireland and India, and certain directors and officers reside outside of Canada and substantially all of the assets of these persons are located outside of Canada. It may not be possible for shareholders to effect service of process against the Company’s directors and officers who are not resident in Canada. In the event a judgment is obtained in a Canadian court against one or more of the directors or officers for violations of Canadian securities laws, it may not be possible to enforce such judgment against those directors and officers not resident in Canada. Additionally, it may be difficult for an investor, or any other person or entity, to assert Canadian securities law claims or otherwise in original actions instituted in the US, Ireland, India or another foreign jurisdiction. Courts in these jurisdictions may refuse to hear a claim based on a violation of Canadian securities laws on the grounds that such jurisdiction is not the most appropriate forum to bring such a claim. Even if a court in a foreign jurisdiction agrees to hear a claim, it may determine that the local law, and not Canadian law, is applicable to the claim. If Canadian law is found to be applicable, the content of applicable Canadian law must be proven as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by foreign law.

A significant number of Common Shares are owned by a limited number of existing shareholders

The Company’s management, directors and employees own a substantial number of the outstanding Common Shares (on a non-diluted and partially diluted basis). As such, the Company’s management, directors, and employees, as a group, are in a position to exercise influence over matters requiring shareholder approval, including the election of directors and the determination of corporate actions. As well, these shareholders could delay or prevent a change in control of the Company that could otherwise be beneficial to the Company’s shareholders.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed in this AIF and within the Company’s financial statements, no director or executive officer of QYOU and, to the knowledge of the directors and executive officers of QYOU, none of their respective associates or affiliates, nor any person who beneficially owns or exercises control or direction, directly or indirectly, over more than 10% of the Company’s outstanding Common Shares, nor their respective associates or affiliates, has had any material interest, direct or indirect, in any transaction within our three most recently completed financial years or in any proposed transaction which has materially affected or is reasonably expected to materially affect QYOU or any of its subsidiaries on a consolidated basis.

MATERIAL CONTRACTS

QYOU did not enter into any material contracts during the fiscal period ended December 31, 2021 or before the fiscal period ended December 31, 2021 that are still in effect, other than in the ordinary course of business.

LEGAL PROCEEDINGS and regulatory actions

There are no legal proceedings material to QYOU to which we are a party, or that any of our property is or was the subject of, during our company’s most recent financial year.

To the best of our company’s knowledge, we are not currently a party to any regulatory investigation or proceeding or subject to any potential penalty, individually or in the aggregate, which is likely to have a material adverse effect on the business, operations, or financial condition of our company as a whole.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our Common Shares is Computershare Investor Services Inc. at its principal office in Calgary, Alberta.

INTEREST OF EXPERTS

MNP LLP, the external auditors of the Company, reported on the fiscal period ended December 31, 2021 audited consolidated financial statements. MNP LLP has advised the Company that they are independent of the Company within the meaning of the Rules of Professional Conduct of Chartered Professional Accountants of Ontario (registered name of The Institute of Chartered Accountants of Ontario).

None of the aforementioned firms or persons, nor any directors, officers or employees of such firms, are currently expected to be elected, appointed or employed as a director, officer or employee of the Company or of any of associate or affiliate of the Company.

Additional Information

Additional information relating to our company may be found under our company’s SEDAR profile at www.sedar.com.

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of our securities and securities authorized for issuance under our equity compensation plans is contained in our management information circular dated May 19, 2022 prepared and filed in connection with our annual and special meeting of shareholders held on June 29, 2022.

Additional financial information is provided in our financial statements and management’s discussion and analysis for the fiscal period ended December 31, 2021.

Exhibit 4.2

QYOU Media Inc.

CONSOLIDATED FINANCIAL STATEMENTS

For the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020

[expressed in Canadian dollars]

Independent Auditor's Report

To the Shareholders of QYOU Media Inc.:

Opinion

We have audited the consolidated financial statements of QYOU Media Inc. and its subsidiaries (the "Company"), which comprise the consolidated statements of financial position as at December 31, 2021 and June 30, 2021, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the six month period ended December 31, 2021 and the years ended June 30, 2021 and June 30, 2020, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2021 and June 30, 2021, and its consolidated financial performance and its consolidated cash flows for the six month period ended December 31, 2021 and the years ended June 30, 2021 and June 30, 2020, in accordance with International Financial Reporting Standards.

Basis for Opinion

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Other Information

Management is responsible for the other information. The other information comprises Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audits of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

1122 International Blvd, 6th floor, Burlington ON, L7L 6Z8

Tel: (905) 333-9888 Fax: (905) 333-9583

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

	·	Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
	·	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
	·	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
	·	Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
	·	Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
	·	Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.

The engagement partner on the audit resulting in this independent auditor's report is Giacomo Angelini.

	MNP llp
Burlington, Ontario	Chartered Professional Accountants

April 30, 2022	Licensed Public Accountants

QYOU Media Inc.

Consolidated statements of financial position

[expressed in Canadian dollars]

	December 31, 2021			June 30, 2021
As at	$			$
Assets
Current assets
Cash and cash equivalents		6,548,890			9,026,915
Trade receivables		4,131,459			2,156,016
Other receivables		1,623,131			332,569
Prepaid expenses [note 12]		2,723,612			150,341
		15,027,092			11,665,841
Non-current assets
Property and equipment, net [note 5]		104,698			50,011
Capitalized programming asset, net [note 6]		189,453			—
Right-of-use assets, net [note 7]		753,267			351,300
Security deposit		139,818			47,340
Intangible assets, net [notes 4 & 10]		997,939			1,007,232
Goodwill [notes 4 & 11]		3,399,639			3,247,096
		20,611,906			16,368,820

Liabilities
Current liabilities
Trade and other payables		4,700,239			2,400,459
Contingent consideration [note 4]		861,697			765,498
Deferred revenue		257,921			19,420
Lease liabilities [note 8]		242,489			133,362
Borrowings [note 9]		7,756			10,872
		6,070,102			3,329,611
Non-current liabilities
Contingent consideration [note 4]		1,777,215			1,432,008
Deferred tax liabilities [note 17]		227,659			233,473
Lease liabilities [note 7]		558,344			257,155
Borrowings [note 9]		52,857			52,008
		8,686,177			5,304,255

Shareholders’ equity
Share capital [note 12]		44,758,863			41,450,812
Warrants [note 12]		3,700,682			3,763,942
Share-based payment reserve [note 13]		9,907,637			7,701,263
Foreign exchange translation reserve		120,235			(69,271	)
Accumulated deficit		(46,118,245	)		(41,230,375	)
Equity attributable to shareholders' of the Company		12,369,172			11,616,371
Non-controlling interests [note 14]		(443,443	)		(551,806	)
		11,925,729			11,064,565
		20,611,906			16,368,820

Contingencies [note 15]
Subsequent events [note 21]

The accompanying notes are an integral part of these consolidated financial statements.

On behalf of the Board:

"Signed"			"Signed"

- 1 -

QYOU Media Inc.

Consolidated statements of loss and comprehensive loss

[expressed in Canadian dollars, except number of shares]

	For the six months ended December 31, 2021			For the twelve months ended June 30, 2021			For the twelve months ended June 30, 2020
	$			$			$
REVENUE [note 20]		10,311,104			4,182,539			2,802,252

OPERATING EXPENSES
Content and productions costs		6,274,275			4,621,827			3,860,207
Sales and marketing		2,464,748			1,203,702			1,501,674
Legal and consulting		983,114			1,463,109			1,283,165
Salaries and benefits		2,007,804			1,292,689			639,132
Share-based compensation		2,284,236			2,342,425			862,675
Impairment loss		—			—			295,254
General and administrative		657,258			426,510			603,289
Depreciation and amortization		132,313			191,755			269,561
Gain on loan forgiveness		—			(211,472	)		—
Loss on remeasurement of contingent consideration [note 4]		393,950			—			—
Gain on remeasurement of derivatives [note 12]		(114,532	)		—			—
Foreign exchange (gain) loss		(86,214	)		5,530			(10,674	)
Interest and other expenses		47,870			108,676			45,666
Total operating expenses		15,044,822			11,444,751			9,349,949

Loss before income taxes		(4,733,718	)		(7,262,212	)		(6,547,697	)
Income tax expense [note 17]		45,789			45,240			—
NET LOSS		(4,779,507	)		(7,307,452	)		(6,547,697	)

Other comprehensive gain (loss)
Item that may be reclassified subsequently to income:
Exchange gain (loss) on translation of foreign operations		189,506			24,253			(64,691	)
Total other comprehensive gain (loss)		189,506			24,253			(64,691	)
COMPREHENSIVE LOSS		(4,590,001	)		(7,283,199	)		(6,612,388	)

Net loss attributable to:
Equity owners of the Company		(4,887,870	)		(6,965,733	)		(6,270,459	)
Non-controlling interests [note 14]		108,363			(341,719	)		(277,238	)
		(4,779,507	)		(7,307,452	)		(6,547,697	)

Net loss per share - basic and diluted		(0.01	)		(0.02	)		(0.04	)

Weighted average number of shares outstanding - basic and diluted		394,204,814			296,277,879			167,264,419

The accompanying notes are an integral part of these consolidated financial statements.

- 2 -

QYOU Media Inc.

Consolidated statements of changes in shareholders’ equity (deficiency)

For the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020

[expressed in Canadian dollars, except number of shares]

	Common shares	Share capital	Warrants		Share-based payment reserve		Non-controlling interests		Foreign exchange translation reserve		Accumulated deficit		Total
	#	$	$		$		$		$		$		$
Balance, June 30, 2019	136,819,060	22,312,422	1,819,172		5,825,151		(31,119	)	(28,833	)	(27,895,913	)	2,000,880
Issuance of common shares and warrants, net of issuance costs [note 12]	42,000,000	1,582,330	346,531		49,573		—		—		—		1,978,434
Share-based compensation [note 13]	4,315,832	129,475	—		733,200		—		—		—		862,675
Warrants exercised	500,000	36,292	(6,292	)	—		—		—		—		30,000
Change in ownership interest in subsidiaries [note 14]	-	0	—		—		98,270		—		(98,270	)	-
Exchange difference on translating foreign operations	—	0	—		—		—		(64,691	)	—		(64,691	)
Comprehensive loss	—	0	—		—		(277,238	)	—		(6,270,459	)	(6,547,697	)
Balance, June 30, 2020	183,634,892	24,060,519	2,159,411		6,607,924		(210,087	)	(93,524	)	(34,264,642	)	(1,740,399	)
Issuance of common shares and warrants, net of issuance costs [note 12]	101,737,959	7,986,843	2,140,394		1,083,052		—		—		—		11,210,289
Share-based compensation	83,333	38,750	—		2,303,675		—		—		—		2,342,425
Compensation options and warrants exercised [note 12]	79,529,929	6,986,425	(535,863	)	(200,284	)	—		—		—		6,250,278
Restricted share units redeemed [note 12]	11,258,338	1,908,500			(1,908,500	)	—		—		—		-
Options exercised [note 12]	5,193,268	469,775			(184,604	)	—		—		—		285,171
Exchange difference on translation foreign operations	—	0	—		—		—		24,253		—		24,253
Comprehensive loss	—	0	—		—		(341,719	)	—		(6,965,733	)	(7,307,452	)
Balance, June 30, 2021	381,437,719	41,450,812	3,763,942		7,701,263		(551,806	)	(69,271	)	(41,230,375	)	11,064,565
Issuance of common shares, net of issuance costs [note 12]	7,896,875	2,160,891	—		—		—		—		—		2,160,891
Share-based compensation	—	0	—		2,284,236		—		—		—		2,284,236
Compensation options and warrants exercised [note 12]	10,713,883	1,063,340	(63,260	)	(7,374	)	—		—		—		992,706
Restricted share units redeemed [note 12]	1,216,669	60,833	—		(60,833	)	—		—		—		-
Share options exercised [note 12]	129,168	22,987	—		(9,655	)	—		—		—		13,332
Exchange difference on translation foreign operations	—	0	—		—		—		189,506		—		189,506
Comprehensive loss	—	0	—		—		108,363		—		(4,887,870	)	(4,779,507	)
Balance, December 31, 2021	401,394,314	44,758,863	3,700,682		9,907,637		(443,443	)	120,235		(46,118,245	)	11,925,729

The accompanying notes are an integral part of these consolidated financial statements.

- 3 -

QYOU Media Inc.

Consolidated statements of cash flows

[expressed in Canadian dollars]

	For the six months ended December 31, 2021			For the twelve months ended June 30, 2021			For the twelve months ended June 30, 2020
	$			$			$
Operating activities
Net loss		(4,779,507	)		(7,307,452	)		(6,547,697	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment loss		—			—			295,254
Gain on lease termination		—			(19,297	)		—
Gain on loan forgiveness		—			(211,472	)		—
Loss on remeasurement of contingent consideration		393,950			—			—
Gain on remeasurement of derivatives		(114,532	)		—
Unrealized foreign exchange loss		(106,801	)		—			—
Depreciation and amortization		132,313			191,755			945,515
Share-based compensation		2,284,236			2,342,425			862,675
Government grant recognized		—			—			—
Income tax expense		45,789			—			(192,903	)
Interest expense		20,380			89,406			34,555
		(2,124,172	)		(4,914,635	)		(4,602,601	)
Changes in non-cash working capital items
Trade receivables		(1,802,748	)		(1,030,593	)		473,315
Other receivables		(1,370,851	)		48,350			562,850
Prepaid expenses		(2,548,572	)		(122,637	)		419,488
Security deposit		(90,318	)		6,232			(47,498	)
Trade and other payables		2,288,739			(289,452	)		708,130
Deferred revenue		185,683			(11,802	)		(101,313	)
Cash used in operating activities		(5,462,239	)		(6,314,537	)		(2,587,629	)

Investing activities
Acquisition of Chatterbox		(106,837	)		(1,882,560	)		—
Capitalized programming asset		(211,501	)		—			—
Purchase of property and equipment		(62,174	)		(28,470	)		(38,814	)
Cash used in investing activities		(380,512	)		(1,911,030	)		(38,814	)

Financing activities
Repayment of lease obligation [note 8]		(86,173	)		(150,208	)		(126,815	)
Proceeds from borrowings		—			—			545,102
Repayment of loan [note 9]		(2,763	)		(101,784	)		—
Proceeds from exercise of options		13,333			285,172			—
Proceeds from exercise of compensation options and warrants [note 12]		993,019			6,250,276			30,000
Issuance of shares and warrants, net of issuance costs [note 12]		2,275,423			11,210,300			1,978,434
Cash provided by financing activities		3,192,839			17,493,756			2,426,721

Net change in cash and cash equivalents		(2,649,912	)		9,268,189			(199,722	)
Effect of foreign exchange on cash		171,887			(304,778	)		(41,869	)
Cash and cash equivalents, beginning of period		9,026,915			63,504			305,095
Cash and cash equivalents, end of period		6,548,890			9,026,915			63,504

- 4 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

BUSINESS AND ORGANIZATION

QYOU Media Inc. (“QYOU” or the “Company”) was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.”. The registered and head office of the Company is 154 University Avenue, Suite 601, Toronto, ON M5H 3Y9. The Company is a global media company that, through its subsidiaries, curate, produce and distributes content created by social media stars and digital content creators.

The Company has the following subsidiaries:

		Ownership percentage		Ownership percentage June 30, 2021		Ownership percentage June 30, 2020
Entity name	Country	December 31, 2021		%		%
QYOU Media Inc.	Canada		100		100	100
QYOU Productions Inc.	Canada		100		100	100
QYOU Limited	Ireland		100		100	100
QYOUTV International Limited	Ireland		100		100	100
QYOU USA Inc.	USA		100		100	100
QYOU Media India Private Ltd.	India		88		88	88
Chatterbox Technologies Private Ltd.	India		97		97	—

Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.

Impact of COVID-19

During the sixth months ended December 31, 2021 and the years ended June 30, 2021 and 2020, the outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others.

Change of Fiscal Year-end

Effective in 2021, the Company changed its fiscal year end from June 30 to December 31 in order to align the Company’s year-end with that of comparative media companies. Accordingly, the consolidated financial statements present the statements of financial position as at December 31, 2021 and June 30, 2021, and the results of operations for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020.

BASIS OF PRESENTATION

[a]

Statement of Compliance

These consolidated financial statements (“financial statements”) have been prepared by management in accordance with generally accepted accounting principles in Canada for publicly accountable enterprises, as set out in the CPA Canada Handbook – Accounting, which incorporates International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The policies set out below have been consistently applied to all periods presented, unless otherwise noted.

These financial statements were approved and authorized for issuance by the Board of Directors of the Company on April 29, 2022.

- 5 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[b]

Basis of Measurement

These financial statements have been prepared on a historical cost basis. Historical costs are generally based upon the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment (“IFRS 2”) and measurements that have some similarities to fair value, but are not fair value, such as value in use in IAS 36 Impairment of Assets.

[c]

Basis of Presentation

The accompanying financial statements include the accounts of QYOU Media Inc. and its subsidiaries, QYOU Productions Inc., QYOU Media Holdings Inc. (“QYOU Media”), QYOU Limited Ltd. (“QYOU Limited”), QYOU USA Inc. (“QYOU USA”), QYOUTV International Limited, QYOU Media India Private Ltd (“QYOU India”) and Chatterbox Technologies Private Limited (“Chatterbox”). The financial statements incorporate the assets and liabilities of the Company and its subsidiaries except for Chatterbox as at December 31, 2021, June 30, 2021 and 2020 and the results of these subsidiaries for the years then ended.

On June 14, 2021, the Company acquired 97% of Chatterbox, a company incorporated in India. The financial statements incorporate the assets and liabilities of Chatterbox as at June 14, 2021, June 30, 2021, December 31, 2021 and the results for the period ended June 30, 2021 and December 31, 2021.

Subsidiaries are all those entities over which the Company has control. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. All intra-entity assets and liabilities, revenue, expenses and cash flows relating to transactions between subsidiaries of the Company are eliminated in full on consolidation.

[d]

Functional Currency and Presentation currency

These financial statements are presented in Canadian dollars, which is the functional currency of QYOU Media Inc.

[e]

Use of Estimates and Judgments

The preparation of financial statements in conformity with IFRS requires the use of judgements and/or estimates that affect the application of accounting policies and the amounts reported and disclosed in the consolidated financial statements and related notes. These judgements and estimates are based on management’s best knowledge of the relevant facts and circumstances, but actual results may differ materially from the amounts included in the financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical judgments, apart from those involving estimations, that management has made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements:

[i]

Estimated Useful Lives, Residual Values and Depreciation of Property and Equipment

Depreciation of property and equipment is dependent upon estimates of useful lives and residual values, which are determined through the exercise of judgement. The assessment of any impairment of these assets is dependent upon estimates of recoverable amounts that take into account factors such as economic and market conditions and the useful lives of assets.

- 6 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[ii]

Impairment of Property and Equipment, Intangible Assets and Goodwill

Impairment testing requires management to make estimates related to future cash flow projections, discount rates, contingent consideration and market trends. Impairment of property and equipment, intangible assets and goodwill are influenced by judgment in defining a cash generating unit (“CGU”) and determining the indicators of impairment and estimated used to measure impairment losses.

[iii]

Capitalization of Internally Generated Intangible Assets, the Estimated Useful Life and Amortization of Intangible Assets

The Company employs significant estimates to determine the estimated useful lives of intangible assets, considering the nature of the assets, industry trends, contractual rights, past experience, expected use and review of asset useful lives. The Company reviews amortization methods and useful lives annually or when circumstances change and adjusts its amortization methods and assumptions prospectively.

Initial capitalization of development cost is based on management’s judgement that economic and technological feasibility is confirmed. In determining the amounts to be capitalized, management makes assumptions using the expected future cash generation of the assets, discount rates to be applied and the expected period of benefit to determine the amount to be capitalized.

[iv]

Valuation of Share-based Payments and Warrants

Management measures the costs for share-based payments and warrants using market-based option valuation techniques. Assumptions are made and estimates are used in applying the valuation techniques. These include estimating the future volatility of the share price, expected dividend yield, and expected risk-free interest rate and the rate of forfeiture. Such estimates and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates of share-based payments and warrants.

[v]

Income Taxes

The Company computes an income tax provision in each of the tax jurisdictions in which it operates. Actual amounts of income tax expense only become final upon filing and acceptance of the tax return by the relevant tax authorities, which occurs subsequent to the issuance of the financial statements. Additionally, estimation of income taxes includes evaluating the recoverability of deferred tax assets against future taxable income based on an assessment of the ability to use the underlying future tax deductions before they expire. To the extent that estimates of future taxable income differ from the tax return, income would be affected in a subsequent period.

[vi]

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right to control the use of identified asset for a period of time in exchange for consideration. The Company recognized a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use assets are depreciated to the earlier of the end of useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option which requires judgement. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, and the Company’s incremental borrowing rate.

The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from the change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, unless it has been reduced to zero.

- 7 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[vii]

Business Combinations

In a business combination, substantially all identifiable assets, liabilities and contingent liabilities acquired are recorded at the date of acquisition at their respective fair values. One of the most significant areas of judgment and estimation relates to the determination of the fair value of these assets and liabilities, including the fair value of contingent consideration, if applicable. Assets include cash, trade and other receivables, prepaid, property and equipment and right-of-use assets; while liabilities consist of trade and other payables, lease obligations and deferred revenue. If any intangible assets are identified, depending on the type of intangible asset and the complexity of determining its fair value, the Company determines the fair value, using appropriate valuation techniques, which are generally based on a forecast of the total expected future net cash flows. These valuations are linked closely to the assumptions made by management regarding the future performance of the assets concerned and any changes in the discount rate applied.

[viii]

Going Concern

At each reporting period, management assesses the basis of preparation of the financial statements. These financial statements have been prepared on a going concern basis in accordance with IFRS. The going concern basis of presentation assumes that the Company will continue its operations for the foreseeable future and be able to realize its assets and discharge its liabilities and commitments in the normal course of business.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[a]

Cash and Cash Equivalents

Cash and cash equivalents consists of cash and cash held in trust accounts. As a result, the carrying amount of cash approximates fair value. There were $nil cash equivalents outstanding at December 31, 2021 (June 30, 2021 - $6,668; June 30, 2020 - $nil).

[b]

Trade Receivables

The Company’s standard terms of credit on trade receivables are due in full in 30 days. These customers have specific contracts that detail the payments expected under their contract terms. Trade receivables are customer obligations due under these contract terms. Management reviews trade receivables on a regular basis, based on contracted terms and how recently payments have been received, to determine if any such amounts will potentially be uncollected.

[c]

Property and Equipment

Property and equipment are stated at historical cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. The costs of normal maintenance and repairs are charged to expense when incurred.

The estimated useful lives of the assets are as follows:

Computer hardware and equipment	3 years
Furniture and fixtures	3 years

An item of property and equipment and any significant part initially recognized are derecognized upon disposal or when no future economic benefits are expected from their use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of loss and comprehensive loss when the asset is derecognized. The assets’ residual values, useful lives and methods of depreciation and the depreciation charge are adjusted prospectively, if appropriate.

- 8 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[d]

Intangible Assets

Expenditures on research activities are recognized as an expense in the period in which they are incurred. Externally and internally generated intangibles are recognized only if they meet strict criteria, relating in particular to technical feasibility, probability that a future economic benefit associated with the asset will flow to the entity and the cost of the asset can be measured reliably.

Intangible assets with finite useful lives are stated at cost and are amortized over their useful economic lives when the asset is ready for its intended use. Upon the commencement of amortization, the asset is carried at cost less accumulated amortization and impairment losses. Intangible assets are tested for impairment as required (see impairment, below).

Intangible assets acquired are measured on initial recognition at cost. Intangible assets acquired consist of QYOU and Chatterbox brand names with an indefinite useful life that is not amortized, but subject to an annual impairment test. The Company intends to use the brand name indefinitely. Other intangible assets acquired consist of customer relationships, amortized over their useful lives and subject to an annual impairment test, or when indicators of potential impairment are identified.

The estimated useful lives of the acquired intangible assets are as follows:

QYOU brand	Indefinite
Chatterbox brand	Indefinite
Customer relationships	6 years

Indefinite useful lives – The Company does not amortize intangible assets with indefinite useful lives because there is no foreseeable limit to the period that these assets are expected to generate net cash inflows for the Company. The Company uses judgment to determine the indefinite useful lives of these assets, analyzing all relevant factors, including the expected usage of the asset, the typical life cycle of the asset and anticipated changes in the market demand for the products and services that the asset helps generate.

Finite useful lives – The Company amortizes intangible assets with finite useful lives into depreciation and amortization in the consolidated statements of loss and comprehensive loss on a straight-line basis over six years. The Company reviews their useful lives, residual values and the amortization methods at least once a year.

An intangible asset that was initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of loss and comprehensive loss when the asset is derecognized. The assets' residual values, useful lives, methods of amortization and the amortization charge is adjusted prospectively, if appropriate.

[e]

Goodwill

Goodwill represents the excess of consideration over the fair value of the net identifiable assets acquired in a business combination. Goodwill is recorded at cost less accumulated impairment losses, if any. Goodwill is not amortized. For the purpose of impairment testing, goodwill is allocated to each of the Company’s CGUs that benefit from the acquisition, irrespective of whether other assets or liabilities acquired are assigned to those units. Goodwill is tested annually for impairment, or more frequently when there is an indication that goodwill may be impaired. If the recoverable amount, representing the higher of its fair value less cost to sell and its value in use, of the CGU is less than its carrying amount, any resulting impairment loss is first allocated to goodwill and subsequently to other assets on a pro rata basis for the CGU. Any goodwill impairment loss is recorded to the consolidated statements of loss and comprehensive loss in the period of impairment. Previously recognized impairment losses for goodwill are not reversed in subsequent periods. The Company completes its annual impairment test as at December 31.

[f]

Foreign Currency Translation

The Company’s financial statements are presented in Canadian dollars, which is also the functional currency of QYOU Media Inc. Each subsidiary entity determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency.

- 9 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The financial statements comprise the financial statements of the Company and the following subsidiaries:

Name of Subsidiary	Jurisdiction of incorporation	Functional currency
QYOU Media Inc.	Canada	Canadian dollar
QYOU Productions Inc.	Canada	Canadian dollar
QYOU Limited	Ireland	Euro
QYOUTV International Limited	Ireland	Euro
QYOU USA Inc.	USA	US dollar
QYOU Media India Private Ltd.	India	Indian rupee
Chatterbox Technologies Private Ltd.	India	Indian rupee

The financial statements of entities that have a functional currency different from that of QYOU Media Inc. (foreign operations) are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the dates of the consolidated statements of financial position; income and expenses – at the average rate of the period (as this is considered a reasonable approximation of actual rates). All resulting changes are recognized in other comprehensive income (loss) as currency translation adjustments.

Transactions and balances: Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of foreign currency transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than an operation’s functional currency are recognized in operating expenses as foreign exchange loss in the consolidated statements of loss and comprehensive loss.

[g]

Revenue Recognition

The Company recorded revenue from contracts with customers in accordance with five steps:

Identify the contract with customer

Identify the performance obligations in the contract

Determine the transaction price, which is the total consideration provided by the customer

Allocate the transaction price among the performance obligations in the contract based on the relative fair value

Recognize revenue when the revenue criteria are met for each performance obligation

Advertising and Influencer Marketing Revenue

The Company contracts with its customers for the development and delivery of commercials or contents through fixed price agreements. Each episode of commercial or content is generally a performance obligation. The Company has concluded that the revenue from advertising and influencer marketing should be recognized at the point in time when control of the asset is transferred to the customer, generally on delivery of the episode.

Licensing revenue

The Company also generates subscriber revenue from pay television distributors. The Company revenue is recognized at the point in time when the control of the asset is transferred to the customers, generally on delivery of programming.

The Company disaggregated revenue recognized from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue by geography best depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Refer to segment note for the disclosure on disaggregated revenue by geography.

- 10 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[h]

Income Taxes

Income tax expense includes both current and deferred taxes. The Company uses judgment to interpret tax rules and regulations to calculate the expense recorded in each period. The Company recognizes income tax expense in net loss unless it relates to an item recognized directly in equity or other comprehensive income (loss).

Current tax expense is tax the Company expects to pay or receive based on its taxable income or loss during the year. The Company calculates the current tax expense using tax rates enacted or substantively enacted as at the reporting date, and including any adjustment to income taxes payable or recoverable related to previous years.

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent it is probable taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each year and reduced to the extent it is not probable sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the year in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the year.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the year, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive loss or directly in equity, in which case the current and deferred taxes are also recognized in other comprehensive loss or directly in equity, respectively.

The Company relies on estimates and assumptions when determining the amount of current and deferred taxes, and take into account the impact of uncertain tax positions and whether additional taxes and interest may be due. If new information becomes available and changes the Company’s judgment on the adequacy of existing tax liabilities, these changes would affect the income tax expense in the period that the Company makes this determination.

[i]

Share-based Compensation

Share options and warrants awarded to non-employees are accounted for using the fair value of the instrument awarded or service provided, unless it cannot be determined reliably. Share options, restricted share units (“RSU”) and warrants awarded to employees are accounted for using the fair value method. The fair value of such share options and warrants granted is recognized as an expense on a proportionate basis consistent with the vesting features of each tranche of the grant. The fair value is calculated using the Black-Scholes option pricing model with assumptions applicable at the date of grant.

[j]

Net Loss Per Share

Net loss per share is calculated based on the profit for the financial year and the weighted average number of common shares outstanding during the year. Diluted net loss per share is calculated using the profit for the financial year adjusted for the effect of any dilutive instruments and the weighted average diluted number of shares (ignoring any potential issue of common shares that would be anti-dilutive) during the year. For all periods presented, diluted loss per share equals basic loss per share due to the anti-dilutive effects of warrants and options (note 12).

[k]

Financial Instruments

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

- 11 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial Assets

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income (‘‘FVOCI’’); or fair value through profit and loss (‘‘FVTPL’’). The classification of financial assets is based on the business model in which a financial asset is managed and its contractual cash flow characteristics. Derivatives embedded in contracts where the host is a financial asset in the scope of the standard are not separated. Instead, the hybrid financial asset as a whole is assessed for classification.

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income (“OCI”). This election is made on an investment-by-investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition.

- 12 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The following accounting policies apply to the subsequent measurement of financial assets.

Financial assets at FVTPL	Subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets at amortized cost	Subsequently measured at amortized cost using the effective interest method, less any impairment losses. Interest income, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Debt investments at FVOCI	Subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment losses are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Equity investments at FVOCI	Subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are not reclassified to profit or loss, even upon derecognition.

Financial Liabilities

The Company initially recognizes financial liabilities at fair value on the date at which the Company becomes a party to the contractual provisions of the instrument.

The Company classifies its financial liabilities as either financial liabilities at fair value through profit or loss or amortized cost.

Subsequent to initial recognition, other liabilities are measured at amortized cost using the effective interest method. Financial liabilities at fair value are stated at fair value with changes being recognized in profit or loss.

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or expire.

Financial Liabilities and Equity Instruments

Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognized at the proceeds received, net of direct issue costs.

- 13 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

Classification of Financial Instruments

The Company classifies its financial assets and liabilities as outlined below:


Cash and cash equivalents	Amortized cost
Trade receivables	Amortized cost
Other receivables	Amortized cost
Security deposit	Amortized cost
Trade and other payables	Amortized cost
Contingent consideration Derivative instruments	FVTPL FVTPL
Borrowings	Amortized cost

Impairment of Financial Assets

An expected credit loss (“ECL”) model applies to the financial assets measured at amortized cost. The Company’s financial assets measured at amortized cost and subject to the ECL model consist primarily of trade and other receivables. The Company applies the simplified approach to the impairment for trade and other receivables by recognizing a loss allowance based on lifetime expected losses at each reporting date taking into consideration historical credit loss experience and financial factors specific to the debtors and general economic conditions.

[l]

Government Assistance

Government assistance is recognized when there is reasonable assurance it will be received and all related conditions will be complied with. When the government assistance relates to an expense item, it is recognized as a reduction of expense over the period necessary to match the government assistance on a systematic basis to the costs it is intended to subsidize.

[m]

Business Combinations

Business combinations are accounted for using the acquisition method. Under this method, the identifiable assets acquired, and liabilities assumed, including contingent liabilities, are recognized in the consolidated statement of financial position at their respective fair values. Goodwill is recorded based on the excess of the fair value of the consideration transferred over the fair value of the Company’s interest in the acquiree’s net identifiable assets on the date of the acquisition.

The consideration transferred by the Company to acquire control of an entity is calculated as the sum of the acquisition-date fair values of the assets transferred, liabilities incurred, and equity interests issued by the Company, including the fair value of all the assets and liabilities resulting from a deferred contingent payment arrangement. Acquisition-related costs are expensed as incurred.

[n]

Leases

At inception of a contract, the Company assesses whether a contract is, or contains, a lease based on whether the contract conveys the right of control the use of identified asset for a period of time in exchange for consideration. The Company recognized a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured based on the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of the costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The assets are depreciated to the earlier of the end of useful life of the right-of-use asset or the lease term using the straight-line method as this most closely reflects the expected pattern of the consumption of the future economic benefits. The lease term includes periods covered by an option to extend if the Company is reasonably certain to exercise that option. In addition, the right-of-use asset can be periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate. The Company used an incremental borrowing rate to measure the lease liabilities.

- 14 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The lease liability is measured at the amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from change in an index or rate, if there is a change in the Company’s estimate of the amount expected to be payable under a residual value guarantee, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use, unless it has been reduced to zero. The Company has elected to apply the practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or to leases of low value assets when applicable. The lease payments associated with those leases is recognized as an expense on a straight-line basis over the lease term.

[o]

Capitalized Programming Asset

Capitalized Programming Asset represent the costs of projects in development, projects in process, the unamortized costs of proprietary programming assets that have been produced by the Company or for which the Company has acquired distribution rights, and third-party-produced equity film investments. Such costs include development and production expenditures and attributed studio and other costs that are expected to benefit future periods. Costs are capitalized upon the commencement of the project. Capitalized Programming Asset is amortized over three years with 50% at the time of initial episodic delivery and thereafter 25% annually. The amortization period and the amortization method for film investments are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the assets are accounted for by changing the amortization period or method, as appropriate, and are treated as changes in accounting estimates.

Recently adopted provisions of IFRS

IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures, Interest Rate Benchmark Reform

On August 27, 2020, the IASB issued Interest Rate Benchmark Reform - Phase 2 which includes amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement, IFRS 7, Financial Instruments: Disclosures, IFRS 4, Insurance Contracts, and IFRS 16, Leases, and concludes phase two of its work to respond to the effects of IBOR reform on financial reporting. The amendments address the issues that affect financial reporting at the time that an existing interest rate benchmark is replaced with a risk-free rate ("RFR"). The amendments are effective for annual periods beginning on or after January 1, 2021, and must be applied retrospectively, with early adoption permitted. The Company has adopted the amendments to IFRS 9, IAS 39 and IFRS 7, which had no impact on the Financial Statements.

Interpretations Committee Agenda Decision, Costs Necessary to Sell Inventories

In June 2021, the IASB issued Interpretations Committee agenda decision - Costs Necessary to Sell Inventories to address the necessary costs to sell when determining the net realizable value of inventories that affects the application of IAS 2, Inventories. It was concluded that, when determining the net realizable value of inventories, an entity estimates the costs necessary to make the sale in the ordinary course of business. An entity uses its judgement to determine which costs are necessary to make the sale considering its specific facts and circumstances, including the nature of the inventories. The Company has adopted the agenda decision relate to IAS 2, which had no impact on the Financial Statements

IAS 37, Provisions, Contingent Liabilities and Contingent Assets

In May 2020, the IASB issued amendments to IAS 37, Provisions, Contingent Liabilities and Contingent Assets to specify which costs an entity needs to include when assessing whether a contract is onerous or loss-making. The amendments apply a 'direct related cost approach'. The costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfill the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The amendments are effective for annual periods beginning on or after January 1, 2022, and must be applied prospectively to contracts for which an entity has not yet fulfilled all of its obligations at the beginning of the annual reporting period in which it first applies the amendments (the date of initial application). Earlier application is permitted and must be disclosed. The Company has adopted the amendments to IAS 37, which had no impact on the Financial Statements.

- 15 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

New standards, amendments and interpretations not yet adopted by the Company:

The following new accounting standards have been issued but not yet adopted by the Company as at December 31, 2021:

IAS 1, Presentation of Financial Statements (“IAS 1”)

In January 2020, the IASB issued Classification of Liabilities as Current or Non-current (Amendments to IAS 1). The amendments aim to promote consistency in applying the requirements by helping companies determine whether, in the consolidated statements of financial position, debt and other liabilities with an uncertain settlement date should be classified as current (due or potentially due to be settled within one year) or non-current. The amendments include clarifying the classification requirements for debt a company might settle by converting it into equity.

The amendments are effective for annual reporting periods beginning on or after January 1, 2022, with earlier application permitted. In July 2020, the effective date was deferred to January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

IAS 1, Presentation of Financial Statements

In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statements 2, Making Materiality Judgements, to help entities provide accounting policy disclosures that are more useful by replacing the requirement to disclose "significant" accounting policies with a requirement to disclose "material" accounting policies. The amendments are effective for annual periods beginning on or after January 1, 2023, with earlier application permitted. The Company is currently evaluating the impact of these amendments on its Financial Statements and will apply the amendments from the effective date.

IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (“IAS 8”)

In February 2021, the IASB issued Definition of Accounting Estimates, which amends IAS 8. The amendment replaces the definition of a change in accounting estimates with a definition of accounting estimates. Under the new definition, accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”. The amendment provides clarification to help entities to distinguish between accounting policies and accounting estimates.

The amendments are effective for annual periods beginning on or after January 1, 2023. The Company is still assessing the impact of adopting these amendments on its financial statements.

IAS 12, Income Taxes (“IAS 12”)

In May 2021, the IASB issued Deferred Tax related to Assets and Liabilities arising from a single transaction (Amendments to IAS 12). The amendment narrows the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offset temporary differences. As a result, companies will need to recognize a deferred tax asset and deferred tax liability for temporary differences arising on initial recognition of transactions such as leases and decommissioning obligations.

The amendments are effective for annual reporting periods beginning on or after January 1, 2023 and are to be applied retrospectively. The Company is still assessing the impact of adopting these amendments on its financial statements.

- 16 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

IFRS 9, Financial Instruments (“IFRS 9”)

As part of its 2018-2020 annual improvements to IFRS standards process, the IASB issued an amendment to IFRS 9. The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other’s behalf. An entity applies the amendment to financial liabilities that are modified or exchanged on or after the beginning of the annual reporting period in which the entity first applies the amendment.

The amendment is effective for annual reporting periods beginning on or after January 1, 2022 with earlier adoption permitted. The Company is still assessing the impact of adopting these amendments on its financial statements.

BUSINESS COMBINATION

Chatterbox

On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox, an influencer marketing company based in India for total consideration of $4,711,063, as part of the Company’s international distribution and strategic partnerships growth strategy. The purchase consideration consisted of cash consideration of $2,630,345, working capital adjustment of $106,837, 2021 earnings before income tax, depreciation and amortization (“EBITDA”) adjustments of ($68,103) and $2,638,912 of contingent consideration.

The share acquisition of Chatterbox qualified as a business combination and was accounted for using the acquisition method of accounting. Accordingly, the results of Chatterbox have been included in the consolidated financial statements of the Company from the date of acquisition, which is the date the Company obtained control.

Due to the complexity associated with the valuation process, the identification and measurement of the assets acquired, and liabilities assumed, as well as the measurement contingent consideration is provisional and subject to adjustment on completion of the valuation process and analysis of resulting tax effects. Management will finalize the accounting for the acquisition, specifically the intangible assets, contingent consideration, and the related tax effects, no later than one year from the date of the acquisition and will reflect these adjustments retrospectively as required under IFRS 3. Differences between these provisional estimates and the final acquisition accounting may occur and these differences could have a material impact on the Company’s future financial position and results of operations.

The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:

	$
Cash and cash equivalents		747,785
Trade receivables		256,259
Other receivables		50,718
Customer relationships		298,438
Brand name		619,802
Goodwill		3,231,125
Trade and other payables		(260,919	)
Deferred tax liabilities		(232,145	)
		4,711,063

Goodwill arising from the acquisition reflects the benefits attributable to synergies, revenue growth and future market development. These benefits were not recognized separately from goodwill because they did not meet the recognition criteria for identifiable intangible assets. Goodwill is not deductible for income tax purposes.

All transaction costs associated with the acquisition are included within legal and consulting on the statement of loss and comprehensive loss, in the amount of $187,148 in the year ended June 30, 2021.

- 17 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

During the fiscal period ending December 31, 2021, the Company paid additional consideration related to working capital adjustments of $106,837, with net post acquisition measurement adjustments of $37,352. Management is continuing to review the acquisition and its accounting and finalizing the accounting for the acquisition no later than one year from the date of the acquisition.

The contingent consideration is classified as Level 3 in the fair value hierarchy. The contingent consideration fair value is based on the present value of the estimated likely obligation. During the fiscal period ended December 31, 2021, the Company recorded a loss on the remeasurement of contingent consideration of $393,950 and as at December 31, 2021, the fair value of the contingent consideration was $2,638,912 (June 30, 2021 of $2,197,506). The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at December 31, 2021 would change the valuation of the liability by approximately $270,000 (June 30, 2021 – approximately $200,000).

The Non-Controlling Interest (“NCI”) on the transaction meets the definition of a liability as the Company is obligated to purchase the remaining 3% of common shares. The amount payable is included in contingent consideration and is measured at fair valued through profit or loss.

The contingent consideration as at December 31, 2021:


	Earnout
	$
As at June 30, 2020		—
Acquisition - Chatterbox		2,186,960
Effects of foreign exchange		10,546
Balance – June 30, 2021		2,197,506
Loss on remeasurement of contingent consideration		393,950
Effects of foreign exchange		47,456
Balance – December 31, 2021		2,638,912
Current		861,697
Non-current		1,777,215

- 18 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

PROPERTY AND EQUIPMENT

The Company’s property and equipment are as follows:

Cost	Computer hardware and equipment $			Furniture and fixtures $			Total $
As at June 30, 2019		204,940			236,686			441,626
Additions		—			38,814			38,814
Foreign exchange		11,777			990			12,767
As at June 30, 2020		216,717			276,490			493,207
Additions		28,470			—			28,470
Foreign exchange		(17,549	)		(4,477	)		(22,026	)
As at June 30, 2021		227,638			272,013			499,651
Additions		30,699			31,475			62,174
Foreign exchange		5,635			13,101			18,736
As at December 31, 2021		263,972			316,589			580,561

	Computer hardware and equipment			Furniture and fixtures			Total
Accumulated depreciation	$			$			$
As at June 30, 2019		124,586			116,310			240,896
Depreciation		56,232			82,063			138,295
Impairment loss		2,160			36,529			38,689
Foreign exchange		4,599			194			4,793
As at June 30, 2020		187,577			235,096			422,673
Depreciation		31,068			13,410			44,478
Foreign exchange		(17,068	)		(443	)		(17,511	)
As at June 30, 2021		201,577			248,063			449,640
Depreciation		6,454			2,949			9,403
Foreign exchange		5,076			11,744			16,820
As at December 31, 2021		213,107			262,756			475,863

	Computer hardware and equipment		Furniture and fixtures		Total
Net book value	$		$		$
As at June 30, 2020		29,140		41,394		70,534
As at June 30, 2021		26,061		23,950		50,011
As at December 31, 2021		50,865		53,833		104,698

- 19 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

CAPITALIZED PROGRAMMING ASSET

The Company’s capitalized programming asset are as follows:

	Programming Asset
Cost	$
As at June 30, 2021 and 2020		—
Additions		211,501
Effects of foreign exchange		2,665
As at December 31, 2021		214,166

	Programming Asset
Accumulated amortization	$
As at June 30, 2021 and 2020		—
Amortization		24,406
Effects of foreign exchange		307
As at December 31, 2021		24,713

	Programming Asset
Net book value	$
As at June 30, 2021 and 2020		—
As at December 31, 2021		189,453

RIGHT-OF-USE ASSETS

The Company has three office leases with maturities ranging between 2 to 5 years.

The Company’s right-of-use assets are as follows:

	$
Balance – July 1, 2019		49,263
Additions		640,375
Depreciation		(123,806	)
Effects of foreign exchange		26,525
Balance – June 30, 2020		592,357
Lease modification		8,067
Lease termination		(276,106	)
Additions		213,062
Depreciation		(144,848	)
Effects of foreign exchange		(41,232	)
Balance – June 30, 2021		351,300
Additions		467,462
Depreciation		(73,178	)
Effects of foreign exchange		7,683
Balance – December 31, 2021		753,267

- 20 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

LEASE LIABILITIES

The Company’s lease liabilities are as follows:

	$
Balance – July 1, 2019		49,263
Additions		640,375
Add: Interest expense		28,277
Less: Lease payments		(126,815	)
Effects of foreign exchange		24,576
Balance – June 30, 2020		615,676
Lease modification		8,067
Lease termination		(295,403	)
Additions		213,062
Add: Interest expense		44,874
Less: Lease payments		(150,208	)
Effects of foreign exchange		(45,551	)
Balance – June 30, 2021		390,517
Additions		467,462
Add: Interest expense		20,380
Less: Lease payments		(86,173	)
Effects of foreign exchange		8,647
Balance – December 31, 2021		800,833

Current		242,489
Non-current		558,344

For the six months ended December 31, 2021, the Company made lease payments of $135,353 related to short-term leases (June 30, 2021 - $11,430; 2020 – $111,510).

During the six months ended December 31, 2021, the Company entered into a new lease agreement for office space for the Chatterbox subsidiary. During the year ended June 30, 2021, the Company modified the QYOU USA office lease to reduce office space, resulting in lower lease payments and terminated the QYOU India office lease and entered into a new lease agreement for office space.

The Company has calculated the lease liability utilizing an estimated incremental borrowing rate of 10%.

- 21 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

BORROWINGS

	December 31, 2021		June 30, 2021
	$		$
Current
US Small Business Administration Loan		7,756		10,872
		7,756		10,872
Non-current
US Small Business Administration Loan		52,857		52,008
		52,857		52,008
Total		60,613		62,880

On May 20, 2020 (“date of advance”), the Company received a loan for gross proceeds of $206,700 (USD $150,000) from the U.S. Small Business Administration under the Economic Injury Disaster Loan program. The loan bears annual interest at a rate of 3.75%. Monthly repayments of $996 (USD $731) will commence 12 months from the date of advance and the loan matures 30 years from the date of advance.

The benefit of the government loan received at below market rate of interest is treated as a government grant. The loan was recognized at fair value using the Company’s incremental borrowing rate of 17%, $58,955. The difference between the initial carrying amount and proceeds received is the value of the grant of $147,745. The Company recognized in income the value of the grant as it incurred the related expenses for which the grant was intended to compensate. The full value of the grant had been recognized in income during the year ended June 30, 2020 as a deduction of the related operating expenses.

The balance outstanding at December 31, 2021 is as follows:

	$
Principal balance		206,700

Grant adjustment to fair value		(147,745	)
Interest and accretion expense		846
Effects of foreign exchange		(1,361	)
Balance - June 30, 2020		58,440
Interest and accretion expense		10,334
Payments		(937	)
Effects of foreign exchange		(4,957	)
Balance - June 30, 2021		62,880
Interest and accretion expense		5,498
Payments		(5,528	)
Effects of foreign exchange		(2,237	)
Balance - December 31, 2021		60,613
Current		7,756
Non-current		52,857

- 22 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

10.

INTANGIBLE ASSETS

A summary of the Company’s intangible assets are as follows:

	Brand QYOU $			Capitalized development $		Brand Chatterbox $		Customer relationships $		Total $
As at June 30, 2020		90,474			993,870		—		—		1,084,344
Acquisition - Chatterbox		—			—		619,802		298,438		918,240
Effects of foreign exchange		(3,583	)		—		2,989		1,439		845
As at June 30, 2021		86,891			993,870		622,791		299,877		2,003,429
Effects of foreign exchange		(1,820	)		—		13,450		6,476		18,106
As at December 31, 2021		85,071			993,870		636,241		306,353		2,021,535

Accumulated amortization	Brand QYOU $		Capitalized development $		Brand Chatterbox $		Customer relationships $			Total $
As at June 30, 2020		—		993,870		—		—			993,870
Amortization		—		—		—		2,429			2,429
Effects of foreign exchange		—		—		—		(102	)		(102	)
As at June 30, 2021		—		993,870		—		2,327			996,197
Amortization		—		—		—		25,326			25,326
Effects of foreign exchange		—		—		—		2,073			2,073
As at December 31, 2021		—		993,870		—		29,726			1,023,596

Net book value	Brand QYOU $		Capitalized development $		Brand Chatterbox $		Customer relationships $		Total $
As at June 30, 2020		90,474		—		—		—		90,474
As at June 30, 2021		86,891		—		622,791		297,550		1,007,232
As at December 31, 2021		85,071		—		636,241		276,627		997,939

11.

GOODWILL

A summary of the Company’s goodwill is as follows:

	$
As at June 30, 2020		—
Acquisition - Chatterbox		3,231,125
Effects of foreign exchange		15,971
Balance – June 30, 2021		3,247,096
Chatterbox - Working capital adjustments		37,352
Effects of foreign exchange		115,191
Balance – December 31, 2021		3,399,639

Annual impairment testing involves determining the recoverable amount of the CGU group to which goodwill is allocated and comparing this to the carrying value of the CGU. The Chatterbox Brand, customer relationships and all of the goodwill has been allocated to the Chatterbox CGU for purposes of assessing for potential impairment. The measurement of the recoverable amount of the CGU was calculated based on value in use using level 3 inputs in a discounted cash flow model. The value in use was determined to be in greater than the fair value less cost of disposal of the CGUs. The key assumptions used in the estimates of the recoverable amounts are described below:

●

Cash flows were projected based on the Company's long-term business plan. The business plan contains forecasts based on actual operating results in conjunction with anticipated future growth opportunities, as well as industry and market trends. The forecasts were extended to a total of five years (with a terminal year thereafter). Revenue compound annual growth rate was 28%.

- 23 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

●

The terminal growth rate of 4% was based on historical and projected industry and relevant Indian market data. If all other assumptions were held constant and the terminal growth rate were to decrease by 1% this would translate into a decrease of the recoverable amount of approximately $50,000.

●

The post tax discount rate applied in determining the recoverable amount of the CGU groups was 39.3%. The discount rates were estimated based on past experience and the weighted average cost of capital of the CGU, other competitors in the industry and adjusted for risks in the cash flow. If all other assumption were held constant and the discount rates were to increase by 1% this would translate into a decrease of the recoverable amount of approximately $140,000.

12.

SHARE CAPITAL

	Common shares		Share capital		Warrants			Warrants			Compensation options			Compensation options amount within share-based payment reserve
	#		$		#			$			#			$
Balance, June 30, 2019		136,819,060		22,312,422		54,868,300			1,819,172			6,156,220			519,330
Issuance of common shares and warrants, net of issuance costs [a][b]		42,000,000		1,582,330		42,000,000			346,531			2,686,000			49,573
Warrants expired [c]		—		—		(26,938,175	)		—			(2,046,753	)		—
Share-based compensation [d]		4,315,832		129,475		—			—			—			—
Warrants exercised [e]		500,000		36,292		(500,000	)		(6,292	)		—			—
Balance, June 30, 2020		183,634,892		24,060,519		69,430,125			2,159,411			6,795,467			568,903

Issuance of common shares and warrants, net of issuance costs [f] [g]		101,737,959		7,986,843		50,868,980			2,140,394			8,835,697			1,083,052
Compensation options and warrants exercised [h]		79,529,929		6,986,425		(65,816,471	)		(535,863	)		(8,992,975	)		(192,884	)
RSU Redeemed [i]		11,258,338		1,908,500		—			—			—			—
Share options exercised [j]		5,193,268		469,775		—			—			—			—
Share-based compensation [k]		83,333		38,750		—			—			—			—
Compensation options and warrants expired		—		—		(9,451,000	)		—			(1,615,907	)		—
Balance, June 30, 2021		381,437,719		41,450,812		45,031,634			3,763,942			5,022,282			1,459,071

Issuance of common shares, net of issuance costs [l]		7,896,875		2,160,891		—			—			—			—
Compensation options and warrants exercised [m]		10,713,883		1,063,340		(9,356,809	)		(63,260	)		(881,383	)		(15,994	)
RSUs redeemed [n]		1,216,669		60,833		—			—			—			—
Share options exercised [o]		129,168		22,987		—			—			—			—
Compensation options and warrants expired		—		—		(14,250	)		—			—			—
Balance, December 31, 2021		401,394,314		44,758,863		35,660,575			3,700,682			4,140,899			1,443,077

[a]

During the six months ended December 31, 2019, the Company completed the issuance of 36,000,000 units as part of a private placement at a price of $0.05 per unit. The total gross proceeds from the issuance was $1,800,000. Each unit is comprised of one common share of the Company, one-half of a purchase warrant exercisable at a price of $0.06 (a “6 Cent Warrant”) and one-half of a purchase warrant exercisable at a price of $0.10 (a “10 Cent Warrant”).

Each whole 6 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.06 for a period of one year following the closing date. Each whole 10 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.10 for a period of two years following the closing date. The fair value of each 6 Cent Warrant is $0.013 per warrant and $0.01 per 10 Cent Warrant; based on the relative fair value of the shares issued and the warrants, calculated using the Black-Scholes options pricing model with a market price per common share of $0.055 on the date of grant, a risk-free interest rate of 1.58%, an expected annualized volatility of 65% and expected dividend yield of 0%. The fair value of all the warrants is $279,821 as calculated using the Black-Scholes options pricing model.

- 24 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

Transaction costs consisted of $140,468 in cash and issuance of 2,266,000 compensation options. Each compensation option is exercisable into one unit until September 30, 2021 at a price of $0.05. Total fair value of the compensation options was determined to be $41,283. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per compensation unit of $0.05, a risk-free interest rate of 1.58%, an expected annualized volatility of 65% and expected dividend yield of 0%.

[b]

On February 11, 2020, the Company completed the issuance of 6,000,000 units as part of a private placement at a price of $0.06 per unit. The total gross proceeds from the issuance was $360,000. Each unit is comprised of one common share of the Company and one purchase warrant exercisable at a price of $0.08 (a “8 Cent Warrant”).

Each 8 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.08 for a period of two year following the closing date. The fair value of each 8 Cent Warrant is $0.015 per warrant; based on the relative fair value of the shares issued and the warrants, calculated using the Black-Scholes options pricing model with a market price per common share of $0.055 on the date of grant, a risk-free interest rate of 1.51%, an expected annualized volatility of 68% and expected dividend yield of 0%. The fair value of the warrants is $66,710 as calculated using the Black-Scholes options pricing model.

Transaction costs consisted of $41,098 in cash and issuance of 420,000 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until February 11, 2022 at a price of $0.06. Total fair value of the compensation options was determined to be $8,290. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per compensation unit of $0.06, a risk-free interest rate of 1.51%, an expected annualized volatility of 68% and expected dividend yield of 0%.

[c]

During the period ending June 30, 2020, 26,938,175 warrants and 2,046,753 compensation options expired in accordance with their terms.

[d]

On March 23, 2020, the Company issued 4,315,832 common shares to certain directors and their holding corporations as compensation for services provided to the Company valued at $129,475.

[e]

On January 14, 2020, 500,000 warrants were exercised at $0.06 per warrant into 500,000 common shares.

[f]

During the three months ended September 30, 2020, the Company completed the issuance of 60,666,399 units of the Company as part of a private placement at a price of $0.03 per unit. The total gross proceeds from the issuance was $1,820,002. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant exercisable to purchase one common share at a price of $0.05 (a “5 Cent Warrant”).

Each 5 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.05 per 5 Cent Warrant Share until June 30, 2022. The fair value of each 5 Cent Warrant is $0.01 per warrant, calculated using the Black-Scholes option pricing model with a market price per common share of $0.035 on the date of grant, a risk-free interest rate of 0.24%, an expected annualized volatility of 76% and expected dividend yield of 0%.

Total transaction costs consisted of $161,145 in cash and issuance of 5,549,973 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until June 30, 2022 at a price of $0.05. Total fair value of the compensation options was determined to be $89,386. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per compensation unit of $0.035, a risk-free interest rate of 0.24%, an expected annualized volatility of 76% and expected dividend yield of 0%.

[g]

During the three months ended March 31, 2021, the Company completed the issuance of 41,071,560 units of the Company as part of a private placement at a price of $0.28 per unit. The total gross proceeds from the issuance was $11,500,037. Each unit is comprised of one common share of the Company and one-half of one common share purchase warrant exercisable to purchase one common share at a price of $0.45 (a “45 Cent Warrant”).

- 25 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

Each 45 Cent Warrant is exercisable to purchase one common share in the capital of the Company at a price of $0.45 per 45 Cent Warrant Share until February 25, 2023. The fair value of each 45 Cent Warrant is $0.1837 per warrant; calculated using the Black-Scholes options pricing model with a market price per common share of $0.315 on the date of grant, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.

Total transaction costs consisted of $2,942,270 in cash and issuance of 3,285,724 compensation options to the agents in connection with the transaction. Each compensation option is exercisable into one unit until February 25, 2023 at a price of $0.28. Total fair value of the compensation options was determined to be $993,666. The fair value of the compensation units was determined using the Black-Scholes options pricing model with a market price per common share of $0.315, a risk-free interest rate of 0.32%, an expected annualized volatility of 131% and expected dividend yield of 0%.

[h]

During the year ended June 30, 2021, 8,992,975 compensation options were exercised for proceeds of $489,638. Upon exercise of the compensation options the Company issued 8,992,975 common shares, 2,279,401 5 Cent Warrants, 57,750 6 Cent Warrants, 332,500 8 Cent Warrants, 767,600 10 Cent Warrants, 1,258,232 12 Cent Warrants and 25,000 45 Cent Warrants.

During the year ended June 30, 2021, 18,903,088 5 Cent Warrants, 16,869,250 6 Cent Warrants, 4,082,510 8 Cent Warrants, 10,256,250 10 Cent Warrants and 20,425,856 12 Cent Warrants were exercised for proceeds of $5,760,937. Upon the exercise of the warrants the Company issued 70,536,954 common shares.

[i]

During the year ended June 30, 2021, 11,258,338 restricted share units were redeemed for 11,258,338 common shares.

[j]

During the year ended June 30, 2021, 5,193,268 share options were exercised for proceeds of $285,172. Upon the exercise of the share options 5,193,268 common shares were issued.

[k]

During the year ended June 30, 2021, the Company issued 83,333 common shares to a non-related party resulting in a recognition of $34,583 share-based compensation expense.

[l]

On August 16, 2021 the Company completed the issuance of 7,896,875 common shares as part of a non-brokered private placement at a price of $0.32 per share. Total gross proceeds from the issuance was $2,527,000. In addition to the issuance of common shares, the Company also granted the investor a right to subscribe for an additional US $2,000,000 worth of common shares between January 1, 2022 and March 31, 2022 at the greater of $0.42 per share and a discounted price based on the volume weighted-average price of the common shares on the TSXV. The option meets the definition of a derivative liability, and as such was initially recognized at its fair value of $114,532. The fair value of the liability was estimated by utilizing a Monte Carlo simulation. As at December 31, 2021, the Company revalued the liability relating to the derivative, and determined that the fair value was $nil, due to decreases in the trading price of the Company’s common shares on the TSXV. As such, the Company has recognized a gain on revaluation of derivative liability in the consolidated statements of loss and comprehensive loss of $114,532. Total transaction costs consisted of $251,577 in cash. On the date of the investment, the Company purchased media credits in the amount of $2,000,000 USD from the investor. Of this amount, $1,673,771 CAD remains in the prepaid expenses as of December 31, 2021 to be utilized over the next fiscal year.

[m]

During the six months ended December 31, 2021, 881,383 compensation options were exercised from proceeds of $15,994. Upon exercise of the compensation options the Company issued 881,383 common shares and 475,691 10 cent warrants.

During the six months ended December 31, 2021, 8,862,500 10 cent warrants, 70,000 8 cent warrants and 900,000 5 cent warrants were exercised for proceeds of $69,355. Upon the exercise of the warrants the Company issued 9,832,500 common shares.

[n]

During the six months ended December 31, 2021, 1,216,669 restricted share unit were redeemed for 1,216,669 common shares.

[o]

During the six months ended December 31, 2021, 129,168 share options were exercised for proceeds of $13,333 by related parties. Upon the exercise of the share options 129,168 commons shares were issued.

- 26 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The following is a summary of the Company’s warrants outstanding as at December 31, 2021:

	Exercise price	Number Outstanding
Expiry date	$	#
Friday, February 11, 2022	0.08	2,249,990
Thursday, June 30, 2022	0.05	12,849,805
Saturday, February 25, 2023	0.45	20,560,780
	0.28	35,660,575

The following is a summary of the Company’s warrants outstanding as at June 30, 2021:


	Warrants Outstanding Exercise price	Number Outstanding
Expiry date	$	#
September 30, 2021	0.10	8,511,350
February 11, 2022	0.08	2,249,990
June 30, 2022	0.05	13,709,514
February 25, 2023	0.45	20,560,780
	0.24	45,031,634

The following is a summary of the Company’s warrants outstanding as at June 30, 2020:

	Exercise price	Number Outstanding
Expiry date	$	#
July 19, 2020	0.37	8,762,500
September 30, 2020	0.06	17,500,000
April 30, 2021	0.12	19,167,625
September 30, 2021	0.10	18,000,000
February 11, 2022	0.08	6,000,000
	0.13	69,430,125

- 27 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

13.

SHARE-BASED COMPENSATION

The Company has established a share option plan and restricted share unit (“RSU”) plan for directors, officers, employees and consultants of the Company. The Company’s Board of Directors determines, among other things, the eligibility of individuals to participate in these plans and the term, vesting periods, and the exercise price of share options granted to individuals under the share option plan.

Each share option converts into one common share of the Company on exercise and on receipt of exercise price. Each RSU converts into one common share of the Company on the date of vesting at $nil exercise price. Share options may be exercised at any time from the date of vesting to the date of their expiry.

[i]

Share options

Changes in the number of share options during the six months ended December 31, 2021, and twelve months ended June 30, 2021 and 2020 were as follows:

			Weighted average
	Number of options		exercise price
	#		$
Outstanding as at June 30, 2019	11,379,062		0.27
Granted	1,000,000		0.05
Forfeited	(57,812	)	0.08
Expired	(747,291	)	0.46
Outstanding as at June 30, 2020	11,573,959		0.24
Granted	26,800,000		0.18
Forfeited	(184,356	)	0.08
Expired	(112,513	)	0.35
Cancelled	(150,000	)	0.30
Exercised	(5,193,268	)	0.05
Outstanding as at June 30, 2021	32,733,822		0.22
Granted	3,425,000		0.28
Forfeited	(250,000	)	0.36
Exercised	(129,168	)	0.17
Outstanding as at December 31, 2021	35,779,654		0.23
Exercisable as at December 31, 2021	15,271,171		0.23

The fair value of share options granted during the twelve months ended June 30, 2021 and 2020 determined at the date of grant using the Black Scholes option pricing model using the following inputs:

	December 31, 2021	June 30, 2021	June 30, 2020
Grant date share price	$0.275	$0.05 - $0.38	$0.045
Exercise price	$0.275	$0.05 - $0.37	$0.050
Expected dividend yield	--	--	--
Risk free interest rate	1.56%	0.35% - 0.92%	0.74%
Expected life	5 years	5 years	5 years
Expected volatility	115%	63% - 115%	70%

Expected volatility was estimated by using the historical volatility of the Company. The expected option life represents the period of time that options granted are expected to be outstanding. The risk-free interest rate is based on government bonds with a remaining term equal to the expected life of the options.

- 28 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The following table is a summary of the Company’s share options outstanding as at December 31, 2021:

Options outstanding					Options exercisable
Exercise price	Number outstanding		Weighted average remaining contractual life [years]		Exercise price		Number exercisable
$	#		#		$		#
0.050		7,622,903		3.51		0.050		3,338,622
0.060		2,000,000		2.45		0.060		2,000,000
0.075		2,899,979		2.16		0.075		2,242,516
0.180		4,350,000		4.07		0.180		996,908
0.275		3,425,000		4.90		0.275		65,634
0.300		8,600,001		4.17		0.300		1,751,962
0.360		2,000,000		4.45		0.360		250,008
0.370		300,000		4.41		0.370		43,750
0.500		4,581,771		0.29		0.500		4,581,771
0.228		35,779,654		3.35		0.234		15,271,171

The following table is a summary of the Company’s share options outstanding as at June 30, 2021:

Options outstanding					Options exercisable
Exercise price	Number outstanding		Weighted average remaining contractual life [years]		Exercise price		Number exercisable
$	#		#		$		#
0.050		7 ,702,071		4.02		0.050		2 ,523,945
0.060		2,000,000		2.96		0.060		2,000,000
0.075		2,924,979		2.66		0.075		1 ,991,646
0.180		4,350,000		4.58		0.180		4 83,333
0.300		8,625,001		4.67		0.300		7 41,668
0.360		2,250,000		4.96		0.360		5 0,000
0.370		300,000		4.91		0.370		6 ,667
0.500		4,581,771		0.79		0.500		4 ,744,017
0.223		32,733,822		3.70		0.247		1 2,541,276

The following table is a summary of the Company’s share options outstanding as at June 30, 2020:

Options outstanding					Options exercisable
Exercise price	Number outstanding		Weighted average remaining contractual life [years]		Exercise price		Number exercisable
$	#		#		$		#
0.050		1,000,000		4.68		0.050		83,333
0.060		2,000,000		3.96		0.060		2,000,000
0.075		3 ,917,188		3.65		0.075		2 ,007,188
0.500		4 ,656,771		1.79		0.500		4 ,015,085
0.241		11,573,959		3.05		0.282		8,105,606

During the six months ended December 31, 2021, the Company recognized $1,170,434 of share-based compensation expense associated with options issued under the share option plan. During the year ended June 30, 2021, the Company recognized $1,225,129 (2020 – $201,247) of share-based compensation expense associated with options issued under the share option plan.

- 29 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

[ii]

RSUs

Changes in the number of RSUs during the years ended June 30, 2021 and 2020 were as follows:

	Number of RSUs			Number exercisable
	#			#
Outstanding as at June 30, 2020		11,825,000			7,475,000
Vested		—			2,683,338
Granted		15,950,000			1,350,000
Forfeited		(500,000	)		(250,000	)
Redeemed		(11,258,338	)		(11,258,338	)
Outstanding as at June 30, 2021		16,016,662			—
Vested		—			—
Granted		3,150,000			—
Forfeited		—			—
Redeemed		(1,216,669	)		—
Outstanding as at December 31, 2021		17,949,993			—

The fair value of RSUs granted during the six months ended December 31, 2021 was $0.22 (2021 - $0.05 – $0.38; 2020 – $0.045) per unit, determined by reference to the Company’s share price on the date of grant.

During the six months ended December 31, 2021, the Company recognized $1,113,802 of share-based compensation expense associated with RSUs issued under the RSU plan. During the year ended June 30, 2021, the Company recognized $1,078,547 (2020 – $531,953) of share-based compensation expense associated with RSUs issued under the RSU plan.

14.

NON-CONTROLLING INTEREST

The Company has an 88% (June 30, 2021 – 88%) ownership interest in QYOU India.

Reconciliation of non-controlling interest is as follows:

	$
Balance — June 30, 2019		(31,119	)
Share of net loss for the period		(277,238	)
Adjustment for increased ownership		98,270
Balance — June 30, 2020		(210,087	)
Share of net loss for the period		(341,719	)
Balance — June 30, 2021		(551,806	)
Share of net income for the period		108,363
Balance — December 31, 2021		(443,443	)

- 30 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The following is a summary of QYOU India’s stand-alone financial results:

	As at and six months ended December 31, 2021		As at and year ended June 30, 2021			As at and year ended June 30, 2020
	$		$			$
Current assets		4,638,638		2,297,607			34,500
Non-current assets		380,458		47,397			10,064

Current liabilities		1,179,431		340,500			357,133
Non-Current liabilities		447,079		161,916			35,102

Revenue		5,310,415		940,782			66,153
Net income (loss)		167,631		(2,847,656	)		(1,630,363	)

15.

CONTINGENCIES

In the ordinary course of business, from time to time the Company is involved in various claims related to operations, rights, commercial, employment or other claims. Although such matters cannot be predicted with certainty, management does not consider the Company’s exposure to these claims to be material to these financial statements.

16.

RELATED PARTY TRANSACTIONS

Key management personnel and directors include the Company’s CEO, CFO, executives and members of the Board of Directors. The compensation paid or payable to key management and directors comprised of the following:

On June 5, 2017, the Company agreed to loan Curt Marvis, the Chief Executive Officer of the Company, an aggregate principal amount of USD$150,000, as evidenced by a promissory note issued by Mr. Marvis to the Company, which bears interest at a rate of 3% per annum (the “Officer Loan”) and was originally intended to become due on June 5, 2019. The Company extended the term of the promissory note to January 31, 2021. During the year ended June 30, 2021, the loan was forgiven by the Company and the carrying amount of $214,420 including interest was recorded as an expense in the statements of loss and comprehensive loss under legal and consulting expenses.

Compensation expense for the Company’s key management personnel for the six months ended December 31, 2021, the years ended June 30, 2021 and 2020 is as follows:

	Six months ended December 31, 2021		Year ended June 30, 2021		Year ended June 30, 2020
	$		$		$
Salaries, benefits and consulting fees		1,098,156		1,263,607		1,260,913
Share-based payments		1,374,329		1,508,966		592,157
		2,472,485		2,772,573		1,853,070

Included in trade and other payables is $167,125 (2021 - $34,052; 2020 – $27,089) owing to executives for expense reimbursement and sales commissions.

- 31 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

17.

INCOME TAXES

The reconciliation of income tax expense for the periods ended December 31, 2021, June 30, 2021 and 2020 consists of the following:

	December 31, 2021			June 30, 2021			June 30, 2020
	$			$			$
Loss before income taxes		(4,733,718	)		(7,262,212	)		(6,547,697	)
Statutory Rate		26.50	%		26.50	%		26.50	%

Expected income tax recovery at combined basis federal and provincial tax rates		(1,254,435	)		(1,924,486	)		(1,735,140	)

Effect on income taxes of:
Non-deductible expenses		14,242			604,971			246,460
Losses not recognized		1,406,256			1,455,742			1,411,090
Change in temporary differences not recognized		(16,841	)		(202,118	)		81,365
Rate differential between jurisdictions		(54,541	)		79,364			(3,353	)
Other		(48,892	)		31,767			(422	)
Income Tax Expense		45,789			45,240			-


Current		100,908			45,240			-
Deferred		(55,119	)		-			-
		45,789			45,240			-

Deferred income taxes reflect the impact of loss carry forwards and of temporary differences between amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The following deferred tax assets and liabilities have been recognized for accounting purposes:

	December 31, 2021 $			June 30, 2021 $
Deferred tax asset		238,048			116,966
Deferred tax liability		(465,707	)		(350,439	)
Net deferred tax liability		(227,659	)		(233,473	)

The tax effects of temporary differences and loss carry forwards that give rise to significant portions of the deferred tax asset, which have not been recognized, are approximately as follows:

	July 1, 2021 $			Recognized in Other Comprehensive Income			Recognized in profit and loss $			December 31, 2021 $
Deferred tax asset
Loss carry forwards		23,349			-			7,253			30,602
Fixed assets		3,731			798			(2,636	)		1,893
Financial statement reserves		2,006			429			(2,436	)		-
Right of use assets		87,880			-			117,673			205,553
		116,966			1,227			119,854			238,048
Deferred tax liability
Fixed assets		-						(7,073	)		(7,073	)
Intangible assets		(236,432	)		(50,531	)		57,194			(229,769	)
Right of use assets		(81,074	)		-			(112,575	)		(193,649	)
Debt financing		(31,605	)		-			(3,611	)		(35,216	)
		(349,111	)		(50,531	)		(66,065	)		(465,707	)
Revaluation of deferred tax liability		(1,328	)		-			1,328			-
Net deferred tax liability		(233,473	)		(49,304	)		55,117			(227,659	)

- 32 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

	July 1, 2020			Recognized in Goodwill			Recognized in profit and loss			June 30, 2021
	$			$			$			$
Deferred tax asset
Loss carry forwards		37,113			-			(13,764	)		23,349
Fixed assets		-			3,758			(27	)		3,731
Financial statement reserves		-			-			2,006			2,006
Right of use assets		130,528			-			(42,648	)		87,880
		167,641			3,758			(54,433	)		116,966
Deferred tax liability
Fixed assets		-			-			-			-
Intangible assets		-			(235,903	)		(529	)		(236,432	)
Right of use assets		(125,709	)		-			44,635			(81,074	)
Debt financing		(41,932	)		-			10,327			(31,605	)
		(167,641	)		(235,903	)		54,433			(349,111	)
Revaluation of deferred tax liability		-			-			-			(1,328	)
Net deferred tax liability		-			(232,145	)		-			(233,473	)

Gross temporary differences and loss carry forwards that give rise to significant portions of the deferred tax asset, which have not been recognized, are approximately as follows:

	December 31, 2021		June 30, 2021
	$		$
Property, plant and equipment and intangible assets		2,333,800		1,708,981
Right of use sssets/lease liabilities		-		6,809
Intangible assets		885,129		1,635,292
Share issue costs		3,005,300		4,147,076
Non-capital losses		36,954,305		35,767,794
Financial statement reserves		1,172,461		503,908
Total		44,350,995		43,769,860

The Company has the following non-capital losses available to reduce future years' federal and provincial taxable income, which expire as follows:

	Canada		India		Ireland		United States		Total
	$		$		$		$		$
2038 and prior		10,497,663		591,960		-		6,532,225		17,621,848
2039		2,831,036		-		-		-		2,831,036
2040		2,593,254		-		-		-		2,593,254
2041		2,214,002		-		-		-		2,214,002
Indefinite		-		-		8,258,860		4,371,519		12,630,379
		18,135,955		591,960		8,258,860		10,903,744		37,890,519

18.

FINANCIAL INSTRUMENTS

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from deposits with banks and outstanding receivables. The Company trades only with recognized, creditworthy third parties. The Company performs credit checks for all customers who wish to trade on credit terms. As at December 31, 2021, two customers represented 37% (2021 - 34.9%; 2020 – 76.5%) of the outstanding trade receivable balance. As at December 31, 2021, the Company recorded a provision of $32,238 for expected credit loss (2021 - $120,456; 2020 – $nil).

The Company does not hold any collateral as security but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

- 33 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The aging of trade receivables is as follows:

	December 31, 2021		June 30, 2021
	$		$
Current		2,336,188		1,450,307
1 to 30 days		571,824		574,589
31 to 60 days		929,652		77,737
> 60 days		326,033		173,839
		4,163,697		2,276,472
Less: credit loss impairment		32,238		120,456
Total trade receivables		4,131,459		2,156,016

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s exposure to liquidity risk is dependent on the Company’s ability to raise additional financing to meet its commitments and sustain operations. The Company mitigates liquidity risk by management of working capital, cash flows and the issuance of share capital.

The Company is obligated to the following contractual maturities of undiscounted cash flows:

			Total contractual		Contractual cash flows
	Carrying amount		cash flows		Year 1		Year 2		Year 3		Year 4		Year 5 and beyond
	$		$		$		$		$		$		$
Trade and other payables	4,700,239		4,700,239		4,700,239		—		—		—		—
Lease liabilities		800,833		462,966		151,922		162,943		85,730		57,556		4,815
Contingent consideration		2,638,912		2,514,370		815,157		835,522		863,691		—		—
Borrowings		60,613		312,006		11,176		11,176		11,176		11,176		267,302

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk.

Foreign Currency risk

Foreign currency risk arises on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The Company’s primary exposure with respect to foreign currencies is from USD and Indian Rupee denominated cash and other payables. A 1% change in the foreign exchange rates would not result in any significant impact to the financial statements.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to cash flow interest rate risk as at December 31, 2021.

Other price risk

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk), whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company is not exposed to other price risks as at December 31, 2021.

- 34 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

Fair values

The carrying values of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables approximate the fair values due to the short-term nature of these items. The risk of material change in fair value is not considered to be significant due to a relatively short-term nature. The carrying value of borrowings approximate the fair value and change risk of material change in fair value is not considered to be significant. The Company does not use derivative financial instruments to manage this risk.

Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest-level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

•

Level 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

•

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 – Significant unobservable inputs, which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest level of the hierarchy for which a significant input has been considered in measuring fair value.

The contingent consideration is recognized as Level 3 (Note 4) and recorded at fair value through profit and loss.

19.

CAPITAL MANAGEMENT

The Company defines its capital as shareholders’ equity. The Company’s objectives when managing capital are to build liquidity and shareholders’ equity to ensure that strategic objectives are met. The Company makes every attempt to manage its liquidity to minimize shareholder dilution when possible.

The Company policy on dividends is to retain cash to keep funds available to finance operations and growth.

Capital structure is managed within guidelines approved by the Board of Directors. The Company makes adjustments to its capital structure based on changes in economic conditions and planned requirements. The Company has the ability to adjust its capital structure by issuing new equity or debt.

20.

SEGMENT INFORMATION

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the CEO who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the distribution of curated media content. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

- 35 -

QYOU Media Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

[expressed in Canadian dollars, unless otherwise noted]

December 31, 2021, June 30, 2021 and 2020

The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets by geography are presented below:

As at and for the six months ended December 31, 2021

	Canada		USA		Ireland		India				Intercompany			Total
							Q India		Chatterbox		Intercompany			Total
Revenue		164,199		3,192,700		4,801		5,310,415		2,873,841		(1,234,852	)		10,311,104
Current assets		37,514,317		7,348,445		17,519,073		4,638,638		3,047,632		(55,041,013	)		15,027,092
Non-current assets		789,309		42,406		85,071		380,458		4,287,570		—			5,584,814

As at and for the year ended June 30, 2021

	Canada		USA		Ireland		Q India		Chatterbox		Intercompany			Total
Revenue		—		2,642,785		212,923		940,782		386,049		—			4,182,539
Current assets		35,364,692		8,595,997		17,918,125		2,297,607		1,508,967		(54,019,547	)		11,665,841
Non-current assets		349,529		43,185		87,700		47,397		4,175,168		—			4,702,979

As at and for the year ended June 30, 2020

	Canada		USA		Ireland		Q India		Chatterbox		Intercompany			Total
Revenue		6,594		2,185,284		544,221		66,153		—		—			2,802,252
Current assets		21,509,404		7,535,339		19,020,683		34,500		—		(47,235,112	)		864,814
Non-current assets		592,523		108,297		94,505		10,064		—		—			805,389

As at December 31, 2021, three customers (June 30, 2021 and 2020 – three and three) customers represented 10% or more of total revenue.

	December 31, 2021		June 30, 2021		June 30, 2021
	%		%		%
Customer 1		19		15		19
Customer 2		11		14		17
Customer 3		10		12		14
Percentage of total		40		41		50

21.

SUBSEQUENT EVENTS

From January 1, 2022 to April 28, 2022, 16,664 share options were exercised for total proceeds of $1,250, resulting in the issuance of 16,664 common shares to related parties.

From January 1, 2022 to April 28, 2022, 2,561,990 warrants were exercised for total proceeds of $196,949, resulting in the issuance of 2,561,990 common shares. Of the total, 2,294,990 8 Cent Warrants were exercised for total proceeds of $183,599, and there is no expired warrant. 267,000 5 Cent Warrants were exercised for total proceeds of $13,350.

On March 30, 2022, 4,316,673 RSUs were redeemed for 4,316,673 common shares. Of the total, 3,316,670 RSUs were redeemed by related parties.

On March 31, 2022, Brand Capital International (“BCI”), the strategic investment arm of Bennett, Coleman & Co. Ltd. d/b/a The Times of India Group, selected not to exercise an additional purchase right under the current terms, which is under negotiation.

On April 8, 2022, 2,185,000 share options were granted to certain employees, officers and consultants of the Company pursuant to the Company’s share option plan. The share options are exercisable at a price $0.21 per share option, vest on a monthly basis for a period of 4 years and expire 5 years from the grant date. Of the total share options granted, 850,000 were issued to related parties. 550,000 RSUs were granted to certain employees, officers and consultants of the Company. One third of RSUs granted vest on each of the first three anniversaries of the date of grant. Of the total RSUs, 100,000 were issued to related parties.

- 36 -

Exhibit 4.3

NOTE TO READER: This Amended MD&A was refiled to correct a typographical error on page 1. The date of this MD&A should have been stated as April 30, 2022.

QYOU MEDIA INC.

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the fiscal period ended December 31, 2021 and year ended June 30, 2021 and 2020

April 30, 2022

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

The purpose of this Management’s Discussion and Analysis (“MD&A”) is to provide the reader with an overview of the consolidated financial position, operating results, and cash flows of QYOU Media Inc. (“QYOU” or the “Company”) for the fiscal period ended December 31, 2021 and years ended June 30, 2021 and 2020. This MD&A was prepared as of April 30, 2022 and should be read in conjunction with the Corporation’s audited consolidated financial statements for the fiscal period ended December 31, 2021 and years ended June 30, 2021 and 2020, and the notes related thereto (the “Financial Statements”). The Financial Statements were prepared in accordance with generally accepted accounting principles in Canada for publicly accountable enterprises, as set out in the CPA Canada Handbook – Accounting, which incorporates International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

All amounts are expressed in Canadian dollars unless otherwise noted. References in this MD&A to the “Company”, “QYOU”, “we”, “us” or “our” means QYOU and its subsidiaries.

Change of Fiscal Year-end

During February 2022, pursuant to Section 4.8(2) of National Instrument 51-102 – Continuous Disclosure Obligations, the Company provided notice that it decided to change its fiscal year end from June 30 to December 31 to align the Company’s year-end with that of comparable media companies, allowing investors to more easily compare quarterly and annual financial results. Accordingly, the consolidated financial statements present the statements of financial position as at December 31, 2021 and June 30, 2021, and the results of operations for the six months ended December 31, 2021 and twelve months ended June 30, 2021 and 2020.

This MD&A includes forward looking statements and assumptions (see “Forward-looking Statements”). The Company’s continuous disclosure documents are available on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain statements in this MD&A constitute “forward-looking statements” that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of the Company, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. These statements reflect QYOU’s current views regarding future events and operating performance and are based on information currently available to QYOU, and speak only as of the date of this MD&A. These forward–looking statements involve a number of known and unknown risks, uncertainties and assumptions and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Those assumptions and risks include, but are not limited to, the future cost structure, availability of additional financing as and when required, future sales and marketing activities, increased penetration into certain markets through strategic partnerships, the impact of the introduction of new products, agreements and partnerships, the ability of management to leverage sales opportunities, increase in the size of certain markets, expected increases in revenue, expected revenue from certain contracts, third party contractual performance, customer rollout plans for specific products, expected increase in gross margins, treatment under governmental regulatory regimes, ability to recover certain taxes, general business, economic, competitive, political and social uncertainties, dependence on key personnel, and fluctuations in foreign currency exchange rates. There can be no assurance that forward-looking statements will be accurate as many factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including factors described in this MD&A and those discussed in QYOU’s publicly-available disclosure documents, as filed by QYOU on SEDAR (www.sedar.com) and updated herein. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this MD&A as intended, planned, anticipated, believed, estimated or expected. Accordingly, readers should not place undue reliance on forward-looking statements. All subsequent forward-looking statements, whether written or oral, attributable to QYOU or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Unless required by applicable securities laws, QYOU does not intend and does not assume any obligation to update these forward-looking statements.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Company Overview

The Company was incorporated pursuant to the Business Corporations Act (Alberta) on July 30, 1993 under the name “575161 Alberta Inc.” On April 10, 2014, the Company amended its articles to change its name to “Galleria Opportunities Ltd.” Effective March 13, 2017, the Company completed a reverse takeover transaction (the “Transaction”) pursuant to which QYOU Media Holdings Inc. became a wholly-owned subsidiary of the Company and the security holders of QYOU Media Holdings Inc. became security holders of the Company. QYOU Media Holdings Inc. is the entity resulting from the amalgamation of QYOU Media Inc. (as it was then called) and 2561287 Ontario Ltd. (then a wholly owned subsidiary of the Company) on March 13, 2017 as part of the Transaction. Subsequently, on March 31, 2017, the Company’s common shares (the “Common Shares”) resumed trading on the facilities of the TSX Venture Exchange (the “TSXV”) under the symbol “QYOU”. Following the Transaction, the Company now carries on the business of QYOU Media and its subsidiaries.

An additional wholly owned indirect subsidiary of QYOU, QYOU USA Inc. (“QYOU USA”), was established in August 2015 under the laws of the State of Delaware.

On November 16, 2017, QYOU Productions Inc. (“QYOU Productions”), a corporation established under the federal laws of Canada, was created as a wholly owned indirect subsidiary of QYOU.

On September 20, 2018, QYOU Media India Private Limited (“QYOU India”) was incorporated to serve the rapidly growing Indian market focusing on television, over-the-top (OTT) and mobile offerings targeted at the youth of India. Effective June 1, 2020, the Company increased its ownership interest in QYOU India to 88% (June 30, 2019 – 82%). The Company received the additional interest in exchange for funding the operations of QYOU India since its inception, resulting in a decrease of the ownership interest held by non-controlling shareholders to 12% (June 30, 2019 – 18%).

On June 14, 2021, the Company acquired 97% of the outstanding common shares of Chatterbox Technologies Private Limited (“Chatterbox”), an award-winning influencer marketing company based in India.

Effective July 1, 2021, the Company amalgamated QYOU Media Inc. and a wholly-owned subsidiary QYOU Media Holdings Inc. into QYOU Media Inc.

Description of the Business

QYOU operates in India and the United States producing and distributing content created by social media stars and digital content creators. In India, via the Company’s flagship brand, The Q, and via additional broadcast and digital channels (The Q Marathi, The Q Kahaniyan, The Q Comedistaan) we curate, produce and distribute premium content including television networks and video on demand (“VOD”) for cable and satellite television, OTT, connected TV and mobile platforms. Our India based influencer marketing division, Chatterbox, is among India’s leading influencer marketing platforms connecting brands and social media influencers. In the United States, we create and manage influencer marketing campaigns for major film studios, game publishers and other consumer brands and categories. Founded and created by industry veterans from Lionsgate, MTV, Disney, and Sony, QYOU’s millennial and Gen Z-focused content reaches more than one billion consumers around the world every month.

The Q India is an advertiser and influencer marketing supported Hindi language content brand, channel and VOD provider delivering hit digital programming from social media stars and leading digital video creators targeting young Indian audiences. With a growing library of over 1200 programs, the channel reaches an audience of over 800 million via over 125 million television homes with partners including DD Free Dish, TATA Sky, DISH TV, SitiNetworks, Den Networks, Hathway, d2h and GTPL; and 676 million OTT, mobile, app based and smart TV users via platforms including MX Player, JioTV, Snap, Chingari, Samsung TV Plus, Xiaomi MiTv and Amazon FireStick TV. The Company’s USA based influencer marketing division utilizes digital and social media stars to promote third party brands and has primarily been engaged with major studios to promote their theatrical motion picture releases. Subsequent to the closure of theaters as a result of COVID-19 the company pivoted and expanded its influencer marketing campaigns for the fiscal year commencing July 1, 2020 to include Premium Video On Demand (PVOD), Subscription Video On Demand (SVOD) and video game publishers.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Chatterbox Acquisition

The allocation of the total consideration to the fair value of the identifiable assets acquired and liabilities assumed as at the date of the acquisition was as follows:

	$
Cash and cash equivalents		747,785
Trade receivables		256,259
Other receivables		50,718
Customer relationships		298,438
Brand name		619,802
Goodwill		3,231,125
Trade and other payables		(260,919	)
Deferred tax liabilities		(232,145	)
		4,711,063

All transaction costs associated with the acquisition have been expensed as incurred, in the amount of $187,148 in the year ended June 30, 2021.

During the fiscal period ending December 31, 2021, the Company paid additional consideration related to working capital adjustments $106,837, with net post acquisition measurement adjustments of $37,352.

The contingent consideration is classified as Level 3 in the fair value hierarchy. The contingent consideration fair value is based on the present value of the estimated likely obligation. During the fiscal period ended December 31, 2021, the Company recorded a loss on the remeasurement of contingent consideration of $393,950 and as at December 31, 2021, the fair value of the contingent consideration was $2,638,912 (June 30, 2021 - $2,197,506). The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at December 31, 2021 would change the valuation of the liability by approximately $270,000 (June 30, 2021 – approximately $200,000).

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

The Non-Controlling Interest (“NCI”) on the transaction meets the definition of a liability as the Company is obligated to purchase the remaining 3% of common shares. The amount payable is included in considered contingent consideration and is measured at fair value through profit or loss.

The contingent consideration as at December 31, 2021:

	Earnout $
As at June 30, 2020		—
Acquisition - Chatterbox		2,186,960
Effects of foreign exchange		10,546
Balance – June 30, 2021		2,197,506
Loss on remeasurement of contingent consideration		393,950
Effects of foreign exchange		47,456
Balance – December 31, 2021		2,638,912
Current		861,697
Non-current		1,777,215

Impact of COVID-19

The outbreak of the novel strain of coronavirus, specifically identified as “COVID-19,” has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity markets have experienced significant volatility and weakness. Governments and central banks have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. The extent to which COVID-19 and any other pandemic or public health crisis impacts the Company’s business, affairs, operations, financial condition, liquidity, availability of credit and results of operations will depend on future developments that are highly uncertain and cannot be predicted with any meaningful precision, including new information which may emerge concerning the severity of the COVID-19 virus and the actions required to contain the COVID-19 virus or remedy its impact, among others. The duration and impact of the COVID-19 outbreak is unknown at this time, as is the efficacy of the government and central bank interventions. It is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company and its operating subsidiaries in future periods.

Significant Events in the six months ended December 31, 2021

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

The Q India launched two new channels, the broadcast channel, The Q Marathi, and the digital channel The Q Kahaniya. This is the first phase of a strategic plan, transitioning from a single popular channel with varied broadcasting and digital outlets into a multi-tiered next generation digital media enterprise serving young India audiences with top tier digital content and influencer talent.

During the six months ended December 31, 2021, 1,216,669 restricted share unit were redeemed for 1,216,669 common shares.

Significant Events in the year ended June 30, 2021

The issuance of 60,666,399 units as part of a private placement at a price of $0.03 per unit. The total gross proceeds from the issuance was $1,820,002. Each unit is comprised of one common share of the Company, one-half of one common share purchase warrant exercisable to purchase one common share of the Company at a price of $0.05 (a “5 Cent Warrant”).

The issuance of 41,071,560 units as part of a private placement at a price of $0.28 per unit. The total gross proceeds from the issuance was $11,500,037. Each unit is comprised of one common share of the Company, one-half of one common share purchase warrant exercisable to purchase one common share at a price of $0.45 (a “45 Cent Warrant”).

The issuance of 8,992,975 common shares, 2,279,401 5 Cent Warrants, 57,750 6 Cent Warrants, 332,500 8 Cent Warrants, 767,600 10 Cent Warrants, 1,258,232 12 Cent Warrants and 25,000 45 Cent Warrants as a result of the exercise of 8,992,975 compensation options were exercised for proceeds of $489,638.

The issuance of 11,258,338 common shares due to redemption of RSUs.

The issuance of 5,193,268 common share due to exercise of share options

Selected Annual Information

	Six months ended December 31, 2021 $			Year ended June 30, 2021 $			Year ended June 30, 2020 $
Revenue		10,311,104			4,182,539			2,802,252
Adjusted EBITDA		(1,195,962	)		(4,728,032	)		(5,415,461	)
Net loss attributable to equity owners of the Company		(4,887,870	)		(6,965,733	)		(6,270,459	)
Net loss per share attributable to equity owners of the Company		(0.01	)		(0.02	)		(0.04	)
Total assets		20,611,906			16,368,820			1,670,203
Total current liabilities		6,070,102			3,329,611			2,789,807
Total non-current liabilities		2,616,075			1,974,644			620,795

Selected Financial Highlights

To supplement our consolidated financial statements, which are prepared and presented in accordance with International Financial Reporting Standards (“IFRS”), we present Earnings Before Income Tax Depreciation and Amortization (“Adjusted EBITDA”) which is a non-IFRS financial measure. The presentation of non-IFRS financial measurement are not intended to be considered in isolation from, or as a substitute for, or superior to, operating loss or net income (loss) or any other performance measures derived in accordance with IFRS or as an alternative to net cash provided by operating activities or any other measures of cash flows or liquidity.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

We define Adjusted EBITDA as revenue minus operating expenses excluding non-cash operating expenses of stock-based compensation, marketing credits, depreciation and amortization. Adjusted EBITDA is used as an internal measure to evaluate the performance of our operating segments. We believe that information about this non-IFRS financial measure assists investors by allowing them to evaluate changes in operating results of our business separate from non-operational factors that affect operating loss and net loss, thus providing insights into both operations and other factors that affect reported results. A limitation of the use of Adjusted EBITDA as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Furthermore, this measure may vary among companies; thus Adjusted EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

The following table presents selected interim financial information for the three months ended December 31, 2021 and 2020 and the six months ended December 31, 2021 and years ended June 30, 2021 and 2020.

	Three months ended December 31, 2021 $			Three months ended December 31, 2020 $
Revenue		5,585,641			968,139
Content and production costs		3,208,913			513,836
Other operating expenses		2,734,379			779,197
Total expenses		5,943,292			1,293,033
Adjusted EBITDA		(357,651	)		(324,894	)
Total non Cash items		2,023,770			193,684
Interest & Taxes		45,789			-
Net loss		(2,427,210	)		(518,578	)
Loss per share, basic and diluted		(0.01	)		(0.01	)

	Six months ended December 31, 2021 $			Year ended June 30, 2021 $
Revenue		10,311,104			4,182,539
Content and production costs		6,274,275			4,621,827
Other operating expenses		5,232,791			4,288,744
Total expenses		11,507,066			8,910,571
Adjusted EBITDA		(1,195,962	)		(4,728,032	)
Non Cash items		3,537,756			2,534,180
Interest & Taxes		45,789			45,240
Net loss		(4,779,507	)		(7,307,452	)
Loss per share, basic and diluted		(0.01	)		(0.02	)

	As at December 31, 2021		As at December, 2020
	$		$
Cash		6,548,890		710,394
Total assets		20,611,906		1,238,442
Total liabilities		8,686,177		2,264,249

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Overall Financial Performance

REVENUE

For the three months ended December 31, 2021 revenue increased by $4,617,502 or 477% compared to same period prior year. The increase in revenue is primarily due to accelerated growth of all operating business units in both India and the United States (QYOU USA, QYOU India and Chatterbox).

EXPENSES

For the three months ended December 31, 2021, content and production costs increased by $2,695,077 or 525% compared to prior year to help fuel the revenue growth in India and the US.

Other operating expenses increased by $1,955,182 or 251% associated with the revenue growth and expansion of the business at all operating business units.

ADJUSTED EBITDA

For the three months ended December 31, 2021 compared to same period prior year, adjusted EBITDA decreased by $32,757 or 10% driven by higher content and production costs of $3,208,913 related to the growth of the business. This was offset by revenue strength across all operating business units and lower sales & marketing costs.

NON-CASH ITEMS

Non-cash items comprise of stock-based compensation, marketing credits, depreciation & amortization and the loss on remeasurement of potential consideration to be paid on the acquisition of Chatterbox. For the three months ended December 31, 2021, non-cash items increased by $1,830,086 or 945% due to higher shared based compensation.

INCOME TAXES

For the three months ended December 31, 2021, income tax increased by $45,789 or 100% when compared to December 31, 2020.

NET LOSS

For the three ended December 31, 2021, net loss increased by $1,908,632 or 368%, driven by higher operating expenses associated with the revenue growth and expansion of the business at QYOU India.

CASH

The Company concluded the six months ended December 31, 2021 and year ended June 30, 2021 with cash of $6,548,890 (June 30, 2021 – $9,026,915).

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Operating Segments

Reportable segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker, with appropriate aggregation. The chief operating decision maker is the Chief Executive Officer who is responsible for allocating resources, assessing performance of the reportable segment and making key strategic decisions. The Company operates in a single segment, being the production, marketing and distribution of content across broadcast and digital media. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the financial statements.

The Company operates in four geographical areas, being Canada, United States of America, Ireland and India. Revenue and assets by geography are presented below:

As at and for the six months ended December 31, 2021

	Canada		USA		Ireland		India		Intercompany			Total
Revenue		164,199		3,192,700		4,801		8,184,256		(1,234,852	)		10,311,104
Current assets		37,514,317		7,348,445		17,519,073		7,686,270		(55,041,013	)		15,027,092
Non-current assets		789,309		42,406		85,071		4,668,028		—			5,584,814

As at and for the six months ended December 31, 2020

	Canada		USA		Ireland		India		Intercompany			Total
Revenue		—		1,089,688		137,496		131,905		—			1,359,089
Current assets		23,174,040		7,989,800		19,048,787		257,884		(49,150,005	)		1,320,506
Non-current assets		412,432		71,181		93,123		51,594		—			628,330

For the six months ended December 31, 2021 and year ended June 30, 2021 and 2020, three customers represented 10% or more of total revenue.

	December 31, 2021		June 30, 2021		June 30, 2021
	%		%		%
Customer 1		19		15		19
Customer 2		11		14		17
Customer 3		10		12		14
Percentage of total revenue		40		41		50

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Review of Operations for the Three Months Ended December 31, 2021 and 2020

For the three months ended December 31,	2021 $			2020 $			Change $			Change %
Revenue		5,585,641			968,139			4,617,502			477	%
OPERATING EXPENSES
Content and productions costs		3,208,913			513,836			2,695,077			525	%
Sales and marketing		827,163			316,503			510,660			161	%
Legal and consulting		592,813			213,823			378,990			177	%
Salaries and benefits		966,812			61,951			904,861			1461	%
General and administrative		468,501			168,268			300,233			178	%
Foreign exchange (gain) loss		(149,012	)		(1,275	)		(147,737	)		11587	%
Interest and other expenses		28,102			19,927			8,175			41	%
Total operating expenses		5,943,292			1,293,033			4,650,259			360	%
Adjusted EBITDA		(357,651	)		(324,894	)		(32,757	)		-10	%
Marketing		437,920			—			437,920			nmf
Share-based compensation		1,235,420			138,355			1,097,065			793	%
Loss on remeasurement of contingent consideration		393,950			—			393,950			nmf
Gain on remeasurement of derivatives		(114,532	)		—			(114,532	)		nmf
Depreciation and amortization		71,012			55,329			15,683			28	%
Loss before income taxes		(2,381,421	)		(518,578	)		(1,862,843	)		359	%
Income tax expense		45,789			—			45,789			nmf
Net loss		(2,427,210	)		(518,578	)		(1,908,632	)		-368	%

The following discussion includes an explanation of the primary factors in changes in operations for the three months ended December 31, 2021 and 2020. Less significant changes are not articulated.

Revenue

For the three months ended December 31, 2021, revenue increased $4,617,502 or 477% compared to the three months ended December 31, 2020, driven by significant revenue growth in all three operating business units.

Three customers individually representing greater than 10% of the Company’s revenue represented 40% of total revenue recognized for the six months ended December 31, 2021, as compared to 41% for the year ended June 30, 2021 and 50% for the year ended June 30, 2020.

Content and Production Costs

Content and production costs represent the costs of sales of earning the Company’s revenue and is comprised of content development, production expenses and channel delivery expenses. In India, the Company has produced over 1,200 hours of programming compared to 400 in the prior year.

For the three ended December 31, 2021, content and production costs increased by $2,695,077 or 477% as compared to the three months December 31, 2020. As a percentage of total operating expenses, content and production costs were 54% same period current year versus 40% in prior year. As a percentage of sales, content and production costs were 57% this period versus prior period of 53% in prior year.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Operating Costs

Selling, general and administrative costs represented 48% of total operating expenses for the three months ended December 31, 2021 compared to 59% for same period prior year. Selling, general and administrative costs increased $2,094,744 or 275% mainly contributed to higher salaries and benefits to support the growth of customer and supplier relationships, combined with cost related to higher sales.

During the three months ended December 31, 2021, sales and marketing costs are $510,660 higher or 161% when compared to same period prior year related to higher sales.

Legal and consulting costs increased by $378,990 or 177% for the three ended December 31, 2021 and 2020 respectively. With the success and revenue growth in India, there were legal costs required to support the growth of customer and supplier relationships. Legal and consulting costs will fluctuate from period to period based on the nature of the transactions the Company undertakes.

Salaries and benefits costs increased by $904,861 or 1461% for the three months ended December 31, 2021 when compared to same period prior year. The increase in salaries and benefit costs is primarily due to the growth of operations in all operating business units.

General and administrative costs increased by $300,233 or 178% for the three ended December 31, 2021 compared to prior year related to growth of business operations as mentioned.

Foreign Exchange (Gain) Loss

Foreign exchange during the three months ended December 31, 2021 was a gain of $149,012 compared to the three months ended December 31, 2020 of $1,275. The change in foreign exchange gain is a result of fluctuating exchange rates from transactions incurred in currencies other than the functional currency of the Company or its subsidiaries.

Share-Based Compensation

Share-based compensation increased by $1,097,065 or 793% for the three months ended December 31, 2021 when compared to the three months ended December 31, 2020 due to the vesting of granted options and share based compensation to certain directors and their holding corporations as compensation for services provided to the Company.

Depreciation

Depreciation increased by $15,683 or 28% for the three months ended December 31, 2021 compared same period prior year due to lower property and equipment and right-of use asset balances.

Loss on remeasurement of contingent consideration

The contingent consideration that is payable to the sellers of Chatterbox is revalued each reporting period. The contingent consideration fair value is based on the present value of the estimated likely obligation. During the fiscal period ended December 31, 2021, the Company recorded a loss on the remeasurement of contingent consideration of $393,950 and as at December 31, 2021, the fair value of the contingent consideration was $2,638,912 (June 30, 2021 of $2,197,506). The Company uses a scenario-based model to independently assess individual earnouts and calculate the fair value of the earnout based on probabilities of success attributable to each individual scenario. The significant assumptions used in making the estimates are revenue growth rate and discount rate. A 10% change in the discount rate used in the valuation of the contingent consideration as at December 31, 2021 would change the valuation of the liability by approximately $270,000 (June 30, 2021 – approximately $200,000).

Review of Financial Condition as at December 31, 2021

The following is a comparison of the financial position of the Company as at December 31, 2021, to the financial position of the Company as at December 31, 2020.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Cash and Cash Equivalents

Cash as at December 31, 2021 $6,548,890, compared to $710,394 as at December 31, 2020, representing an increase of $5,838,496. The use of cash is primarily due to prepaying for channel distribution, investing in original content in India and increased Accounts Receivable tied to the revenue increase. Refer to “Liquidity and capital resources” section for the detailed discussion provided.

Trade and Other Receivables

Trade and other receivables increased by $3,806,441 or 1171% as at December 31, 2021, compared to December 31, 2020. The increase is primarily due to the revenue growth in all operating business units.

Property and Equipment

Property and equipment increased by $51,300 or 96% as at December 31, 2021, over the balance as at December 31, 2020. The increase can be attributed to depreciation expense, partially offset by additions.

Intangible Asset

A summary of the Company’s intangible assets is as follows:

	Brand QYOU $			Capitalized development $		Brand Chatterbox $		Customer relationships $		Total $
As at June 30, 2020		90,474			993,870		—		—		1,084,344
Acquisition - Chatterbox		—			—		619,802		298,438		918,240
Effects of foreign exchange		(3,583	)		—		2,989		1,439		845
As at June 30, 2021		86,891			993,870		622,791		299,877		2,003,429
Effects of foreign exchange		(1,820	)		—		13,450		6,476		18,106
As at December 31, 2021		85,071			993,870		636,241		306,353		2,021,535

Accumulated amortization	Brand QYOU $		Capitalized development $		Brand Chatterbox $		Customer relationships $			Total $
As at June 30, 2020		—		993,870		—		—			993,870
Amortization		—		—		—		2,429			2,429
Effects of foreign exchange		—		—		—		(102	)		(102	)
As at June 30, 2021		—		993,870		—		2,327			996,197
Amortization		—		—		—		25,326			25,326
Effects of foreign exchange		—		—		—		2,073			2,073
As at December 31, 2021		—		993,870		—		29,726			1,023,596

Net book value	Brand QYOU $		Capitalized development $		Brand Chatterbox $		Customer relationships $		Total $
As at June 30, 2020		90,474		—		—		—		90,474
As at June 30, 2021		86,891		—		622,791		297,550		1,007,232
As at December 31, 2021		85,071		—		636,241		276,627		997,939

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Right of Use Assets

Right of use assets increased by $331,736 or 79% as at December 31, 2021, over the balance as at December 31, 2020. The increase can be attributed to new lease additions.

Goodwill

The Company recognized goodwill on the acquisition of Chatterbox. Goodwill as at December 31, 2021 was $3,399,639 compared to nil as at December 31, 2020.

Trade and Other Payables

Trade and other payables increased by $3,147,127 or 203% as at December 31, 2021, compared to same period prior year. The increase can be attributed primarily to the increase in overall activity of the business.

Contingent Consideration

The Company recognized a contingent consideration on the acquisition of Chatterbox. The current and non-current portion of the contingent liability as at December 31, 2021 was $861,697 and $1,777,215 respectively.

Lease Liabilities

Current portion of lease liabilities increased by $107,095 or 79% and the non-current portion of lease liabilities increased by $242,309 or 77% over the balance as at December 31, 2020. The increase is primarily due to lease additions.

Borrowings

Current portion of borrowings decreased by $162,957 or 95% and non-current portion of borrowings decreased by $31,448 or 37%, over the balance as at December 31, 2020.

Share Capital and Warrants

[a]

[b]

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

[c]

During the period ending June 30, 2020, 26,938,175 warrants and 2,046,753 compensation options expired in accordance with their terms.

[d]

On March 23, 2020, the Company issued 4,315,832 common shares to certain directors and their holding corporations as compensation for services provided to the Company valued at $129,475.

[e]

On January 14, 2020, 500,000 warrants were exercised at $0.06 per warrant into 500,000 common shares.

[f]

[g]

[h]

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

[i]

During the year ended June 30, 2021, 11,258,338 restricted share units were redeemed for 11,258,338 common shares.

[j]

During the year ended June 30, 2021, 5,193,268 share options were exercised for proceeds of $285,172. Upon the exercise of the share options 5,193,268 common shares were issued.

[k]

During the year ended June 30, 2021, the Company issued 83,333 common shares to a non-related party resulting in a recognition of $34,583 share-based compensation expense.

[l]

[m]

[n]

During the six months ended December 31, 2021, 1,216,669 restricted share unit were redeemed for 1,216,669 common shares.

[o]

Selected Unaudited Consolidated Quarterly Financial Information

The following table presents selected unaudited consolidated quarterly financial information for each of the eight quarters indicated, as prepared in accordance with IFRS.

	Dec. 31, 2021			Sept. 30, 2021 $			Jun. 30, 2021 $			Mar. 31, 2021 $			Dec. 31, 2020 $			Sept. 30, 2020 $			Jun. 30, 2020 $			Mar. 31, 2020 $
Total Revenue		5,585,641			4,725,463			2,614,899			208,551			968,139			390,950			364,280			887,898
Operating Expenses		7,967,062			7,077,760			5,656,311			2,761,440			1,486,717			1,540,283			2,195,034			1,946,120
Net loss attributable to:
Equity owners of the Company		(2,634,586	)		(2,253,284	)		(2,911,609	)		(2,472,646	)		(483,523	)		(1,097,955	)		(1,728,663	)		(1,008,261	)
Non-controlling interest		207,376			(99,013	)		(175,043	)		(80,243	)		(35,055	)		(51,378	)		(102,091	)		(49,961	)
Net loss per share - basic and diluted		(0.01	)		(0.01	)		(0.01	)		(0.01	)		(0.00	)		(0.00	)		(0.01	)		(0.01	)

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Liquidity and capital resources

	As at December 31, 2021		As at June 30, 2021
	$		$
Current assets		15,027,092		11,665,841
Current liabilities		6,070,102		3,329,611
Working capital		8,956,990		8,336,230
Total assets		20,611,906		16,368,820
Total liabilities		8,686,177		5,304,255
Total Shareholders' equity		11,925,729		11,064,565

Working capital is defined as current assets less current liabilities.

QYOU’s capital requirements consist primarily of working capital necessary to fund operations and support a growing business. Sources of funds available to meet these requirements include existing cash balances, cash flow from operations and capital raised through equity financings. QYOU must generate sufficient revenue from operations to attract additional investment from the capital markets; failure to do so would adversely impact QYOU’s ability to pay current liabilities.

As of December 31, 2021, the Company had a working capital of $8,956,990 compared to $8,336,230 as at June 30, 2021. The increase is primarily due to increase in cash related to financing activities.

Cash Flow Activity

Cash used in operating activities for the six months ended December 31, 2021 was $5,462,239 compared to the year ended June 30, 2021 of $6,314,537. The decrease in cash used in operating activities is primarily due to the increase in trade receivables, prepaid expenses offset by an increase in trade payables. Cash used in operating activities for the year ended June 30, 2021, was $6,314,537 compared to cash used in the year ended June 30, 2020, of $2,587,629. The increase in cash used in operating activities is primarily due to prepaying for channel distribution, investing in original content in India and increased accounts receivables, and other increases in working capital to support the revenue growth. The net loss for the six months ended December 31, 2021 included non-cash expenses of share-based compensation of $2,284,236. All operating business units are on track to meet the Adjusted EBITDA expectation and to reduce cash requirement set out on the Company’s business plan.

Cash used in investing activities for the six months ended December 31, 2021 was $380,512 and for the year ended June 30, 2021 was $1,911,030. The decrease in the cash used in investing activities was due to reduced cash outflows related to the acquisition of Chatterbox. Cash used in investing activities for the year ended June 30, 2021, was $1,911,030 compared to cash used in the year ended June 30, 2020, of $38,814. Cash used in investing activities was higher for the year ended June 30, 2021, as a result of the Chatterbox acquisition.

Cash provided by financing activities for the six months ended December 31, 2021 was $3,192,839 compared to $17,493,756 for the year ended June 30, 2021. The decrease in cash provided by financing activities is due to the Company raising less funds through the issuance of shares and less proceeds from the exercise of compensation options and warrants. Cash provided by financing activities for the year ended June 30, 2021, was $17,493,756 compared to cash provided in the year ended June 30, 2020, of $2,426,721. The increase in cash provided by financing activities is due to the Company raising higher funds through the issuance of shares which were at a significantly higher price than in the previous year and warrants and proceeds from exercise of compensation options and warrants in fiscal 2021 relative to fiscal 2020.

Liquidity and Cash Resource Requirements

The Financial Statements have been prepared on the basis of accounting principles applicable going concern, which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Financial Statements do not include any adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Commitments

As at December 31, 2021, the Company did not have any commitments other than those reported in the financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements other than those described under commitments above.

Transactions between Related Parties

The related party transactions entered into by the Company during the six months ended December 31, 2021, were comprised of the following:

Compensation expense for the Company’s key management personnel for the six months ended December 31, 2021, the years ended June 30, 2021 and 2020 is as follows:

	Six months ended		Year ended		Year ended
	December 31, 2021		June 30, 2021		June 30, 2020
	$		$		$
Salaries, benefits and consulting fees		1,098,156		1,263,607		1,260,913
Share-based payments		1,374,329		1,508,966		592,157
		2,472,485		2,772,573		1,853,070

Included in trade and other payables is $167,125 (2021 - $34,052; 2020 – $27,089) owing to executives for expense reimbursement and sales commissions.

Significant Accounting Policies and Critical Accounting Estimates

We describe our significant accounting policies and critical accounting estimates in Note 2 and Note 3 of the Financial Statements.

Financial Instruments and Risk Management

The Company’s financial instruments consist of cash and cash equivalents, trade receivables, other receivables, borrowings and trade and other payables. The carrying value of the Company’s financial instruments approximates fair value due to their immediate or short-term maturity. The Company does not use derivative financial instruments to manage existing exposures.

In the six months ended December 31, 2021, there was no material change to the nature of risks arising from or classification of financial instruments, or related risk management objectives.

Risks and Uncertainties

The results of operations and financial condition of the Company are subject to a number of risks and uncertainties, and are affected by a number of factors outside of the control of management. An investment in the Company’s securities involves risks. Before making an investment decision with respect to our securities, you should carefully consider the risks and uncertainties described elsewhere in this MD&A and those described under the heading “Risk Factors” in the Company’s annual information form and in other publicly available disclosure documents filed by the Company on SEDAR (www.sedar.com). The risks and uncertainties described in the documents referred to in the preceding sentence and in other documents filed by us with Canadian securities regulatory authorities are not the only ones we may face. Those risks and uncertainties, together with additional risks and uncertainties not currently known to us or that we may deem immaterial, could impair our business, financial condition and results of operations. The market price of our securities could decline if one or more of these risks and uncertainties develop into actual events, and you may lose all or part of your investment.

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Currency Risk

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to a material interest rate risk as at December 31, 2021.

Other Price Risk

Credit Risk

The Company does not hold any collateral as security, but mitigates this risk by dealing only with what management believes to be financially sound counterparties and, accordingly, does not anticipate significant loss for non-performance.

The aging of trade receivables is as follows:

	December 31, 2021 $		June 30, 2021 $
Current		2,336,188		1,450,307
1 to 30 days		571,824		574,589
31 to 60 days		929,652		77,737
> 60 days		326,033		173,839
		4,163,697		2,276,472
Less: credit loss impairment		32,238		120,456
Total trade receivables		4,131,459		2,156,016

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Liquidity risk

The Company is obligated to the following contractual maturities of undiscounted cash flows:

					Contractual cash flows
	Carrying amount		Total contractual cash flows		Year 1		Year 2		Year 3		Year 4		Year 5 and beyond
	$		$		$		$		$		$		$
Trade and other payables		4,700,239		4,700,239		4,700,239		—		—		—		—
Lease liabilities		800,833		462,966		151,922		162,943		85,730		57,556		4,815
Contingent consideration		2,638,912		2,514,370		815,157		835,522		863,691		—		—
Borrowings		60,613		312,006		11,176		11,176		11,176		11,176		267,302

Fair values

●

Level 1 – Unadjusted quoted prices as at the measurement date for identical assets or liabilities in active markets.

●

The contingent consideration is recognized as Level 3.

Disclosure of Equity and Outstanding Share Data

The Company’s authorized share capital currently consists of an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. As of the date hereof, there are 408,289,641 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. As of the date hereof, the Company also has issued and outstanding:

Share options			37,947,990
Compensation options			4,140,899
RSUs			14,183,320
Warrants			33,098,585

QYOU Media Inc.

Management’s Discussion and Analysis

As at December 31, 2021 and June 30, 2021

Subsequent Events

From January 1, 2022 to April 28, 2022, 16,664 share options were exercised for total proceeds of $1,250, resulting in the issuance of 16,664 common shares to related parties.

On March 30, 2022, 4,316,673 RSUs were redeemed for 4,316,673 common shares. Of the total, 3,316,670 RSUs were redeemed by related parties.

Investor Information

Stock Exchange Listing

The Common Shares of the Company are listed on the TSXV under the symbol “QYOU”.

Transfer Agent and Registrar

Computershare Investor Services Inc.

Auditors

MNP LLP

Investor Relations

If you have inquiries, please visit our website at www.theqyou.com or contact: [email protected]

Exhibit 4.4

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING AND
MANAGEMENT INFORMATION CIRCULAR
WITH RESPECT TO THE ANNUAL GENERAL AND SPECIAL
MEETING OF SHAREHOLDERS OF

QYOU MEDIA INC.

TO BE HELD ON JUNE 29, 2022

QYOU MEDIA INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 29, 2022

TAKE NOTICE THAT an annual general and special meeting (the “Meeting”) of the shareholders of QYOU MEDIA INC. (the “Corporation”) will be held at the offices of Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1 on June 29, 2022 at 11:00 a.m. (Toronto time) for the following purposes:

to receive the audited consolidated financial statements of the Corporation as at and for the fiscal period ended December 31, 2021, together with the report of the auditors thereon;

to elect directors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders;

to re-appoint MNP LLP as auditors of the Corporation to hold office until the close of business of the next annual meeting of the Corporation’s shareholders and to authorize the directors of the Corporation to fix the auditors’ remuneration;

to consider and, if deemed, advisable, approve, with or without variation, a special resolution authorizing an amendment to the articles of the Corporation to consolidate the issued and outstanding common shares of the Corporation on the basis of a consolidation ratio to be selected by the board of directors of the Corporation within a range between two (2) pre-consolidation shares to one (1) post-consolidation share and forty (40) pre-consolidation shares to one (1) post-consolidation share;

to consider and, if deemed advisable, approve and confirm, with or without variation, by ordinary resolution, the Corporation’s amended and restated stock option plan, including the reservation for issuance thereunder of all unallocated options, rights and other entitlements in accordance with the rules of the TSX Venture Exchange (the “TSXV”);

to consider and, if deemed advisable, approve and confirm, with or without variation, by ordinary resolution of Disinterested RSU Shareholders (as defined below), the Corporation’s amended and restated restricted share unit plan, including the reservation for issuance thereunder of all unallocated restricted share units, rights and other entitlements in accordance with the rules of the TSXV;

to consider and, if deemed, advisable, approve and confirm, with or without variation, by ordinary resolution, the amendments to By-law No. 1-A of the Corporation, including the removal of the Canadian residency requirement of directors of the Corporation; and

to transact such other business as may be properly brought before the Meeting or any adjournment thereof.

Information relating to the items described above is set forth in the accompanying Management Information Circular of the Corporation.

The Corporation will deliver this notice of meeting and the accompanying Management Information Circular and form of proxy (collectively, the “Meeting Materials”) to shareholders by posting the Meeting Materials online at www.qyoumedia.com/#investors in accordance with the notice and access notification mailed to shareholders of the Corporation. The use of the notice and access procedures under applicable securities laws reduces the Corporation’s printing and mailing costs.

The Meeting Materials will be available online at www.qyoumedia.com/investors as of May 24, 2022 and will remain on the website for one full year thereafter. The Meeting Materials will also be available under the Corporation’s profile on SEDAR at www.sedar.com. All shareholders of the Corporation will receive a notice and access notification containing information on how to obtain electronic and paper copies of the Meeting Materials in advance of the Meeting. Shareholders wishing to receive paper copies of the Meeting Materials can request same from the Corporation by calling 647-283-4595. The Corporation will mail paper copies of the Meeting Materials to requesting shareholders at no cost to them within three business days of their request, if such requests are made before the Meeting.

Only shareholders of record as of May 18, 2022, the record date, are entitled to receive notice of and to vote at the Meeting. Shareholders who wish to vote at the Meeting must attend the Meeting or deposit an instrument of proxy in accordance with the instructions set forth below and in the accompanying Management Information Circular.

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the coronavirus disease known as COVID-19, and its variants, and to mitigate risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Corporation strongly encourages all shareholders to vote by proxy in advance of the Meeting rather than attending in person. Health and safety guidelines and instructions from health authorities will be enforced at the Meeting, which may include attendance capacity limits. The Corporation will also be providing an option to view the Meeting in a virtual format. Registered shareholders and proxyholders will be able to attend the Meeting in person or virtually, but there will be no option to vote virtually. Non-registered shareholders who have not appointed themselves as proxyholder will not be able to attend the Meeting in person, but may view the Meeting virtually. The Meeting will be viewable online at https://wildlaw-ca.zoom.us/j/82188500166?pwd=Rll4OWdDWTg3ek00b3FEV1VTaXBJUT09. Inside the accompanying management information circular, you will find important information and detailed instructions about how to participate in the Meeting.

DATED at Toronto, Ontario this 19^th day of May, 2022.

By Order of the Board of Directors

(signed) “Curt Marvis”

Curt Marvis
Chief Executive Officer

IMPORTANT

It is desirable that as many shares as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your shares represented, please complete the instrument of proxy that was sent to you and return it as soon as possible in the envelope provided for that purpose. To be valid, all instruments of proxy must be delivered to the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775) no later than 11:00 a.m. (Toronto time) on June 27, 2022 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. Late instruments of proxy may be accepted or rejected by the chair of the Meeting in his or her discretion but he or she is under no obligation to accept or reject any particular late instrument of proxy. As an alternative to completing and submitting an instrument of proxy, you may vote electronically on the internet at www.investorvote.com or by telephone by contacting Computershare Investor Services Inc. at 1-866-732-8683. Shareholders who wish to vote using the internet or by telephone should follow the instructions in the instrument of proxy mailed to such shareholder.

QYOU MEDIA INC.

INFORMATION CIRCULAR

PURPOSE OF SOLICITATION

Information in this Management Information Circular (the “Circular”) is given as of the 18^th day of May, 2022, except as otherwise indicated herein. Unless otherwise indicated, dollar amounts are expressed in Canadian dollars.

NOTICE AND ACCESS

QYOU Media Inc. (the “Corporation”) has elected to deliver the materials in respect of the Meeting (as hereinafter defined) pursuant to the notice and access provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) which came into force on February 11, 2013 (“Notice and Access”). Notice and Access is a set of rules that reduces the volume of materials that must be physically mailed to shareholders by allowing issuers to deliver meeting materials to shareholders electronically by providing shareholders with access to these materials online.

In accordance with the Notice and Access provisions, a notice and a form of proxy or voting instruction form (together, the “Notice Package”) has been sent to all shareholders informing them that this Circular is available online and explaining how this Circular may be accessed, in addition to outlining relevant dates and matters to be discussed at the Meeting. The Notice of Meeting (as hereinafter defined), the Circular and the financial statements (collectively, the “Proxy-Related Materials”) have been made available online to shareholders of the Corporation at www.qyoumedia.com/investors and under the Corporation’s profile on SEDAR (the System for Electronic Document Analysis and Retrieval) at www.sedar.com. The Corporation will indirectly send the Notice Package to Non-Registered Holders (as hereinafter defined).

For the Meeting, the Corporation is using Notice and Access delivery procedures for both registered and non-registered (or beneficial) shareholders. Neither registered shareholders nor Non-Registered Holders will receive a paper copy of this Circular unless they contact the Corporation after it is posted, in which case the Corporation will mail this Circular within three business days of any request provided the request is made prior to the Meeting. Shareholders wishing to receive paper copies of the Proxy-Related Materials can request same from the Corporation by calling 647-283-4595. The Corporation must receive your request prior to 5:00 p.m. (Toronto time) on June 15, 2022 to ensure you will receive paper copies in advance of the deadline to submit your vote.

PROXY RELATED INFORMATION

Solicitation of Proxies

This Circular is provided in connection with the solicitation of proxies by management of QYOU Media Inc. (the “Corporation”) for use at the annual general and special meeting (the “Meeting”) of the holders (“Shareholders”) of common shares of the Corporation (“Common Shares”). The Meeting will be held at the offices of Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1 on Wednesday, June 29, 2022 at 11:00 a.m. (Toronto time), or at such other time or place to which the Meeting may be postponed or adjourned, for the purposes set forth in the Notice of Meeting accompanying this Circular (the “Notice”).

It is expected that the solicitation will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone by regular employees of the Corporation without special compensation, at nominal cost. The costs of solicitation will be borne by the Corporation. The Corporation will pay the reasonable expenses of persons who are the registered but not beneficial owners of Common Shares for forwarding copies of the Notice Package to non-objecting beneficial owners. The Corporation will provide, without cost to such persons, upon request to the Corporate Secretary of the Corporation, additional copies of the foregoing documents required for this purpose.

Contained in the Notice Package is a form of proxy for use at the Meeting (the “Instrument of Proxy”). Each Shareholder who is entitled to attend at Shareholders’ meetings is encouraged to participate in the Meeting and Shareholders are urged to vote on matters to be considered at the Meeting or by proxy.

Virtual Meeting Viewing

This year, out of an abundance of caution, to proactively deal with the unprecedented public health impact of the coronavirus known as COVID-19 and its variants, and to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, the Corporation strongly encourages all shareholders to vote by proxy in advance of the Meeting rather than attending in person. Health and safety guidelines and instructions from health authorities will be enforced at the Meeting, which may include attendance capacity limits. The Corporation will also be providing an option to view the Meeting in a virtual format, as set out below, though voting will not be permitted virtually.

The Meeting will be able to be viewed virtually via the Zoom meeting platform. To access the Meeting, Shareholders will have three options: through an Internet browser; through the Zoom application; or via teleconference.

OPTION 1: Using your Internet browser

Click this link to join the Zoom webinar directly via your browser:

https://wildlaw-ca.zoom.us/j/82188500166?pwd=Rll4OWdDWTg3ek00b3FEV1VTaXBJUT09

This allows participants to bypass the Zoom application download process and join a meeting directly from their browser. This is a workaround for participants who are unable to download, install, or run applications. Note that the meeting experience from the browser may be limited.

OPTION 2: Using your Zoom application

Visit http://www.zoom.com or access the Zoom application on your computer or smartphone

1. Click ‘Join a Meeting’ (Browser) or ‘Join’ (Mobile or Desktop Application)

2. Enter Webinar ID 821 8850 0166 into the Meeting ID box

3. Enter your name

4. Click ‘Join’

5. Enter the password: 841737

OPTION 3: Dial in to the AGM (audio only):

Dial (for higher quality, dial a number based on your current location):

Canada: +1 647 374 4685 or +1 647 558 0588 or +1 778 907 2071 or +1 204 272 7920 or +1 438 809 7799 or +1 587 328 1099

US (Houston): +1 346 248 7799

US (New York): +1 929 205 6099

US (San Jose): +1 669 900 6833

US (Tacoma): +1 253 215 8782

US (Washington D.C.): +1 301 715 8592

US (Chicago): +1 312 626 6799

Webinar ID: 821 8850 0166

Participant ID: Not required (just press #)

Passcode: 841737

International numbers available: https://wildlaw-ca.zoom.us/u/kyE326hIq

It is the Shareholder’s responsibility to ensure connectivity during the meeting and the Company encourages its Shareholders to allow sufficient time to log in to the Meeting before it begins.

Any Shareholders wishing to view materials that may be presented at the Meeting by the Company’s management will need to join the meeting through an Internet browser or the Zoom application.

Appointment, Time for Deposit and Revocation of Proxies

Appointment of a Proxy

Those Shareholders who wish to be represented at the Meeting by proxy must complete and deliver a proper form of proxy to the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775). As an alternative to completing and submitting a proxy for use at the Meeting, a Shareholder may vote electronically on the internet at www.investorvote.com or by telephone by contacting Computershare Investor Services Inc. at 1-866-732-8683. Votes cast electronically or by telephone are in all respects equivalent to, and will be treated in the same manner as, votes cast via a paper Instrument of Proxy. Shareholders who wish to vote using internet or by telephone should follow the instructions provided in the Instrument of Proxy contained in the Notice Package. Votes cast electronically or by telephone must be submitted no later than 11:00 a.m. (Toronto time) on June 27, 2022 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

The persons named as proxyholders in the Instrument of Proxy contained in the Notice Package are directors or officers of the Corporation and are representatives of the Corporation’s management for the Meeting. A Shareholder who wishes to appoint some other person (who need not be a Shareholder) as his, her or its representative at the Meeting may do so by either: (i) crossing out the names of the management nominees AND legibly printing the other person’s name in the blank space provided in the Instrument of Proxy included in the Notice Package; or (ii) completing another valid form of proxy. In either case, the completed form of proxy must be delivered to the Corporate Secretary of the Corporation, at the place and within the time specified herein for the deposit of proxies. A Shareholder who appoints a proxy who is someone other than the management representatives named in the Instrument of Proxy should notify the nominee of the appointment, obtain the nominee’s consent to act as proxy, and provide instructions on how Common Shares are to be voted. The nominee should bring personal identification to the Meeting. The form of proxy should be dated and executed by the Shareholder or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy form).

In order to validly appoint a proxy, Instruments of Proxy must be received by the Proxy Department of Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 (facsimile (866) 249-7775) no later than 11:00 a.m. (Toronto time) on June 27, 2022 or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting. After such time, the chair of the Meeting may accept or reject a form of proxy delivered to him or her in his or her discretion but is under no obligation to accept or reject any particular late Instrument of Proxy.

Non-Registered Holders

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold Common Shares in their own name and thus are considered non-registered beneficial shareholders. Only registered holders of Common Shares or the persons they appoint as their proxyholder are permitted to vote at the Meeting. However, in many cases, Common Shares beneficially owned by a person (a “Non-Registered Holder”) are registered either: (i) in the name of an intermediary (an “Intermediary”) (including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered Holder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as the Canadian Depository for Securities Limited) of which the Intermediary is a participant. Non-Registered Holders should note that only proxies deposited by Shareholders whose names appear on the records of the Corporation as the registered holders of Common Shares can be recognized and acted upon at the Meeting. In accordance with the requirements of the Canadian Securities Administrators (the “CSA”), the Corporation will have distributed copies of the Notice Package to the clearing agencies and Intermediaries for onward distribution to Non-Registered Holders. If you are a Non-Registered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.

Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Holders in advance of the Meeting. Often, the form of proxy supplied to a Non-Registered Holder by its Intermediary is identical to the form of proxy provided to registered Shareholders; however, its purpose is limited to instructing the registered Shareholder how to vote on behalf of the Non-Registered Holder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Holder is requested to complete and return the voting instruction form to Broadridge by mail or facsimile. Alternatively, the Non-Registered Holder may call a toll-free telephone number or access the internet to provide instructions regarding the voting of Common Shares held by the Non-Registered Holder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Non-Registered Holder receiving a voting instruction form cannot use that voting instruction form to vote Common Shares directly at the Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Meeting in order to have such Common Shares voted.

Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated in a timely manner and in accordance with the instructions provided by their Intermediary or Broadridge, as applicable. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Non-Registered Holders in order to ensure that their Common Shares are voted at the Meeting.

Although a Non-Registered Holder may not be recognized directly at the Meeting for the purpose of voting Common Shares registered in the name of their Intermediary, a Non-Registered Holder may attend the Meeting as proxyholder for the Intermediary and vote the Common Shares in that capacity. Non-Registered Holders who wish to attend the Meeting and indirectly vote their Common Shares as a proxyholder, should enter their own names in the blank space on the form of proxy or voting instruction form provided to them by their Intermediary and/or Broadridge, as applicable, and return the same in accordance with the instructions provided by their Intermediary and/or Broadridge, as applicable, well in advance of the Meeting.

The purpose of the above-noted procedures is to permit Non-Registered Holders to direct the voting of the Common Shares that they beneficially own. Non-Registered Holders should carefully follow the instructions and procedures of their Intermediary or Broadridge, as applicable, including those regarding when and where the form of proxy or voting instruction form is to be delivered.

Pursuant to NI 54-101, the Corporation is distributing copies of proxy-related materials in connection with the Meeting indirectly to non-objecting beneficial owners of Common Shares. The Corporation is relying on the Notice and Access delivery procedures to distribute copies of Proxy-Related Materials in connection with the Meeting. See information under the heading “Notice and Access”. The Corporation has determined not to pay the fees and costs of Intermediaries for their services in delivering Meeting Materials to objecting beneficial owners in accordance with NI 54-101. As a result, objecting beneficial owners will not receive the Meeting Materials unless the objecting beneficial owners’ Intermediary assumes the costs of delivery.

Revoking a Proxy

A Shareholder who has validly given a proxy may revoke it for any matter upon which a vote has not already been cast by the proxyholder appointed in the proxy. In addition to revocation in any other manner permitted by law, a proxy may be revoked with an instrument in writing signed and delivered to either the offices of counsel to the Corporation at Wildeboer Dellelce LLP, Wildeboer Dellelce Place, Suite 800, 365 Bay Street, Toronto, Ontario, M5H 2V1, at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or deposited with the chair of the Meeting on the day of the Meeting, or any adjournment thereof. The document used to revoke a proxy must be in writing and completed and signed by the Shareholder or his or her attorney authorized in writing or, if the Shareholder is a corporation, under its corporate seal or by an officer or attorney thereof duly authorized. As well, a Shareholder who has given a proxy may attend the Meeting in person (or where the Shareholder is a corporation, its authorized representative may attend), revoke the proxy (by indicating such intention to the chair of the Meeting before the proxy is exercised) and vote in person at the Meeting (or withhold from voting). If a Shareholder has voted on the internet or by telephone and wishes to change such vote, such Shareholder may vote again through such means before 11:00 a.m. (Toronto time) on June 27, 2022, or at least 48 hours, excluding Saturdays, Sundays and statutory holidays, before any adjournment or postponement of the Meeting.

Signature on Proxies

The Instrument of Proxy must be executed by the Shareholder or his or her duly appointed attorney authorized in writing or, if the Shareholder is a corporation, by a duly authorized officer whose title must be indicated. An Instrument of Proxy signed by a person acting as attorney or in some other representative capacity should indicate that person’s capacity (following his or her signature) and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with the Corporation).

Voting of Proxies

Each Shareholder may instruct his, her or its proxyholder on how to vote his, her or its Common Shares by completing the blanks on the Instrument of Proxy. Common Shares represented by the Instrument of Proxy included in the Notice Package will be voted or withheld from voting on any motion, by ballot or otherwise, in accordance with any indicated instructions. In the absence of such direction, such Common Shares will be voted IN FAVOUR OF PASSING THE RESOLUTIONS DESCRIBED IN THE INSTRUMENT OF PROXY AND BELOW. If any amendment or variation to the matters identified in the Notice is proposed at the Meeting or any adjournment or postponement thereof, or if any other matters properly come before the Meeting or any adjournment or postponement thereof, the Instrument of Proxy included in the Notice Package confers discretionary authority to vote on such amendments or variations or such other matters according to the best judgment of the appointed proxyholder. As at the date of this Circular, the management of the Corporation knows of no such amendments or variations or other matters to come before the Meeting.

Unless otherwise stated, Common Shares represented by a valid Instrument of Proxy will be voted in favour of: (i) the election of nominees set forth in this Circular except where a vacancy among such nominees occurs prior to the Meeting, in which case, such Common Shares may be voted in favour of another nominee in the proxyholder’s discretion; (ii) the re-appointment of MNP LLP (“MNP”) as auditors of the Corporation and the authorization of the board of directors of the Corporation (the “Board”) to fix their remuneration; (iii) the special resolution approving the Share Consolidation Resolution (as hereinafter defined); (iv) the ordinary resolution approving and confirming the Corporation’s amended and restated stock option plan; (v) the ordinary resolution of Disinterested RSU Shareholders (as hereinafter defined) approving and confirming the Corporation’s amended and restated restricted share unit plan; and (vi) the ordinary resolution approving the Amended and Restated By-Law (as hereinafter defined) of the Corporation.

All references to Shareholders in this Circular and the Instrument of Proxy and Notice are to registered Shareholders unless specifically stated otherwise.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares, without nominal par value. As of the date hereof, there are 408,293,807 Common Shares, nil First Preferred Shares and nil Second Preferred Shares issued and outstanding. Holders of the Common Shares are entitled to vote at the Meeting on the basis of one vote for each Common Share held.

The holders of Common Shares of record at the close of business on the record date, set by the Board to be May 18, 2022 (the “Record Date”), are entitled to vote such Common Shares at the Meeting on the basis of one vote for each Share.

The bylaws of the Corporation provide that one (1) person present and representing, in person at the Meeting or by proxy, not less than five percent (5%) of the issued Common Shares entitled to vote constitutes a quorum for a meeting of Shareholders of the Corporation.

To the knowledge of the directors and executive officers of the Corporation, as at the close of business on the Record Date, there are no persons who beneficially own, control or direct, directly or indirectly, ten percent (10%) or more of the outstanding Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be placed before the Meeting are those matters set forth in the Notice of Meeting relating to: (i) receipt of the audited consolidated financial statements of the Corporation for the fiscal period ended December 31, 2021 (the “Fiscal Period”) and the auditor’s report thereon; (ii) the election of directors until the close of business of the next annual meeting of Shareholders; (iii) the re-appointment of auditors to hold office until the close of business of the next annual meeting of the Corporation’s Shareholders and the authorization of the directors of the Corporation to fix the auditors’ remuneration; (iv) the special resolution approving of an amendment to the articles of the Corporation to effect a consolidation of all the issued and outstanding Common Shares on the basis of a consolidation ratio to be selected by the Board within a range between two (2) pre-consolidation Common Shares to one (1) post-consolidation Common Shares and forty (40) pre-consolidation Common Shares to one (1) post-consolidation Common Shares; (v) the ordinary resolution approving and confirming the Corporation’s amended and restated stock option plan, including the reservation for issuance thereunder of all unallocated options, rights and other entitlements in accordance with the rules of the TSX Venture Exchange (“TSXV”); (vi) the ordinary resolution of Disinterested RSU Shareholders approving and confirming the Corporation’s amended and restated restricted share unit plan, including the reservation for issuance thereunder of all unallocated restricted share units, rights and other entitlements in accordance with the rules of the TSXV; and (vii) the ordinary resolution approving the amended and restated By-Law No. 1-A of the Corporation (the “Amended and Restated By-Law”).

I. Receipt of Financial Statements

The directors will place before the Meeting the audited consolidated financial statements for the Fiscal Period, together with the auditor’s report thereon. Receipt at the Meeting of the financial statements of the Corporation for the Fiscal Period and the auditors’ report thereon will not constitute approval or disapproval of any matters referred to therein.

II. Election of Directors

The articles of the Corporation provide for a minimum of three and a maximum of 12 directors. The number of directors to be elected at the Meeting has been fixed at five (5) and there are presently five (5) directors of the Corporation, each of whose term of office expires at the Meeting.

It is proposed that the persons named below will be nominated at the Meeting. The management designees, if named as proxy, will vote in favour of the election of said persons to the Board. Management does not contemplate that any of such nominees will be unable to serve as directors; however, if, for any reason, any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the shareholder has specified in his, her or its proxy that his, her or its Common Shares are to be withheld from voting in the election of directors. Subject to the approval of the TSXV, as applicable, each director elected will hold office until the Corporation’s next annual meeting of Shareholders or until his or her successor is duly elected or appointed pursuant to the by-laws of the Corporation.

The following information relating to the nominees as directors is based on information furnished by the respective nominees to the Corporation. The following table sets out the names of persons proposed to be nominated by management for election as a director; all positions and offices in the Corporation held by them and the periods during which they have served as a director; their principal occupation for the last five years; and the number of Common Shares beneficially owned or controlled, directly or indirectly, which control or direction is exercised by or over them, as at the date of this Circular. The Corporation has an Audit Committee, the members of which are also identified below.

Name and Place of Residence	Position with QYOU and Date First Appointed to the Board (if applicable)	Principal Occupation and Positions During the Last Five Years	Number and Percentage of Common Shares Beneficially Owned or Controlled⁽¹⁾
Steven Beeks California, USA	Director (November 1, 2018)	Currently an entertainment consultant and previously the Chief Operating Officer and President, Motion Picture Group of Lionsgate Entertainment.	680,577⁽²⁾ 0.17%
Damian Lee⁽³⁾ Ontario, Canada	Director (May 3, 2017)	Has been a director, writer and producer in the film and television industry for over thirty years.	871,666 0.21%
Curt Marvis California, USA	Chief Executive Officer, Director (March 13, 2017)	Chief Executive Officer (formerly Co-Chief Executive Officer) of QYOU Media Inc. since December 2016. President of QYOU Media Holdings Inc. (formerly “QYOU Media Inc.”) since June 2015. Prior thereto, President of Digital Media at Lionsgate from April 2008 to June 2013.	4,966,667 1.22%
G. Scott Paterson⁽³⁾ Ontario, Canada	Chairman of the Board, Director (March 13, 2017)	Principal, Paterson Partners, a venture capital entity focused on media and Fintech since 2002.	28,689,492⁽⁴⁾ 7.03%
Catherine Warren⁽³⁾ British Columbia and Alberta Canada	Director (March 13, 2017)	Chief Executive Officer of Innovate Edmonton since December 20220. President of FanTrust Entertainment Strategies since 2001. Chief Executive Officer of Vancouver Economic Commission 2018-2020.	1,028,334 0.25%

Notes:

	(1)	Percentages are based on 408,293,807 Common Shares issued and outstanding as the date hereof. Information as to the number of Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, not being within the direct knowledge of the Corporation, has been furnished by the respective directors individually or obtained from the System for Electronic Disclosure by Insiders and may include Common Shares owned or controlled by spouses and/or children of such individuals and/or companies controlled by such individuals or their spouses and/or children.
	(2)	297,243 of such Common Shares held in the name of Beeks Revocable Trust, over which Mr. Beeks exercises control.
	(3)	Member of the Audit Committee.
	(4)	2,939,764 of such Common Shares held in the name of Patstar Inc., a company controlled by Mr. Paterson. The number of Common Shares owned by Mr. Paterson does not include any Common Shares held by The G. S. Paterson Family Trust as Mr. Paterson is not a trustee nor does he exert any control over The G. S. Paterson Family Trust.

Biographies of Directors

Biographical information regarding the foregoing nominees for election as a director of the Corporation is set forth below:

Steven Beeks

Mr. Beeks was a key strategist in executing Lionsgate’s growth initiatives, both organic and through acquisition. He coordinated all aspects of film production, acquisition and distribution, and oversaw film portfolio investment, production, acquisition and distribution (over $1 billion in investment each year), and oversaw an operation of over 400 employees. In just over five years, Lionsgate’s film slate grossed approximately $10 billion at the global box office and every annual film slate in the 14 years was significantly profitable. Mr. Beeks acquired and distributed substantial libraries of content, amassing a library of over 16,000 titles, one of the largest in the industry, over his time with Lionsgate.

In addition to motion picture responsibilities, he directly managed worldwide home entertainment and television licensing and distribution operations. The home entertainment box-office-to-home-entertainment conversion rate was consistently the top of the industry, and in spite of Lionsgate maintaining a domestic theatrical box office market share of approximately 7-8% on average, Lionsgate’s home entertainment market share averaged 10-12%. This was due to a focus on library management as well as being known as the best third-party distributor in the industry.

Mr. Beeks also directly oversaw international expansion in the UK through acquisition of an existing distributor, and managed the UK and Latin American operations.

He holds an MBA from The Harvard Business School and a BS Industrial Engineering from Cal Poly, San Luis Obispo.

Damian Lee

Curt Marvis

Curt Marvis is the Chief Executive Officer of the Corporation and Co-Founder of QYOU Media, is employed full time with the Corporation and is responsible for day-to-day business operations including strategy, marketing initiatives, financing and developing key industry partnerships.

Mr. Marvis previously served as President of publicly-held game developer 7th Level, Inc. (Nasdaq: SEVL), leading its successful restructuring into delivery of web-based technology applications. At 7th Level, he helped create and implement leading web-based business partnerships with Microsoft, Real Networks, GeoCities, broadcast.com, IBM and MTV and helped orchestrate a merger to create Learn2.com. Mr. Marvis was also co-founder of multimedia startup Powerhouse Entertainment and served one year on the IBM Multimedia Task Force creating strategic plans for IBM in its continued development of interactive software. From 1984 to 1994, Mr. Marvis was Co-Founder and Chief Executive Officer of The Company, an award winning and highly successful production company for music videos and commercials. Mr. Marvis is a recipient of the Michael Jackson Video Vanguard award from MTV.

G. Scott Paterson

Mr. Paterson, 58, is a well-known investor focused on Media and Fintech.

In the financial services arena, in the mid -1990s, as Chair & CEO, Mr. Paterson built Yorkton Securities into Canada’s leading technology and media investment bank raising over $3 billion, as lead underwriter, and an additional $9 billion, as managing underwriter, for technology, Internet, and media, film & entertainment companies. Mr. Paterson has also served as Chair of the Toronto Venture Stock Exchange, Vice Chair of the Toronto Stock Exchange, a Governor of the Investment Dealers Association, a Director of the Canadian Investor Protection Fund and a Director of the Canadian Securities Institute. Mr. Paterson co-founded Symbility Solutions in 2004 which was sold to Corelogic, Inc (NYSE:CLGX) in 2018 for $161 million. In 2015, he co-founded FutureVault Inc., a leader in the development of ‘Personal Life Management’ digital vaults, where he serves as Executive Board Chair. In 2021, Mr. Paterson joined the Board of Directors of CoinSmart Financial Inc. (NEO:SMRT), a leading Canadian headquartered crypto asset trading platform.

Mr. Paterson obtained, in 2014, his ICD.D designation as a graduate of the Institute of Corporate Director’s at Rotman School of Management, University of Toronto.

Catherine Warren

As president of FanTrust Entertainment Strategies, Catherine Warren provides growth strategies for the entertainment and media technology sectors. Founded in 2001, her business helps global clients to captivate audiences, build revenues, close strategic deals and secure financing. A pioneer in digital FanBuilding, Ms. Warren has created the fan strategies for mega-hits such as Homeland and the CSI television franchise, for eOne TV and Lionsgate films as well as for top YouTube multi-channel networks and videogame companies, including for Sony AAA titles and eSports broadcasters. Catherine’s work includes mergers and acquisitions for digital distribution and digital intellectual property, raising capital and liquidity events for media company clients and advising media funds, hedge funds and media executives on strategic growth.

Ms. Warren has a physics degree from Reed College and an MS from Columbia University’s Graduate School of Journalism, where she did her original digital work at MIT’s Media Lab, and won the Correspondent Fund Award to report at CERN, the European Centre for Particle Physics Research.

Cease Trade Orders

To the knowledge of the Corporation, no proposed director of the Corporation is, as at the date of this Circular, or was within ten (10) years before the date of this Circular, a director or chief executive officer or chief financial officer of any company (including the Corporation) that: (a) was the subject of an order that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or (b) was subject to an order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer, and which resulted from an event that occurred while that person was acting in the capacity as a director, chief executive officer or chief financial officer. For the purposes of this paragraph, “order” means a cease trade order, an order similar to a cease trade order or an order that denied the relevant corporation access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days.

Bankruptcies and Insolvency

To the knowledge of the Corporation, no proposed director of the Corporation: (a) is, as at the date of this Circular, or has been, within ten (10) years before the date of this Circular, a director or executive officer of a corporation (including the Corporation) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director.

Penalties or Sanctions

Except as described below, to the knowledge of the Corporation, no proposed director has been subject to any: (a) penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority; or (b) other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.

Mr. Paterson reached a voluntary settlement with the Ontario Securities Commission twenty one years ago in December 2001 in respect to administrative proceedings which included a suspension of his registration for two years and a one million dollar voluntary payment. There were no allegations that Mr. Paterson had violated any securities law, statute, regulation or policy statement.

Advance Notice Policy

By-Law No. 1-A of the Corporation includes an advance notice provision (the “Advance Notice Provision”) which requires that advance notice be given to the Corporation in circumstances where nomination of persons for election to the Board are made by Shareholders. The Advance Notice Provision sets a deadline and the proper written form by which Shareholders must submit nominations (a “Notice”) for the election of directors to the secretary of the Corporation prior to any annual or special meeting of Shareholders. In the case of an annual meeting of Shareholders (or annual and special meeting), the Notice to the Corporation must be made not less than thirty (30) days nor more than 65 days prior to the date of the meeting of Shareholders; provided, however, that in the event that the meeting of Shareholders is to be held on a date that is less than fifty (50) days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the nominating Shareholder may be given not later than the close of business on the tenth (10th) day following the Notice Date. In the case of a special meeting of the Shareholders (which is not also an annual and special meeting) called for the purpose of electing directors (whether or not called for the purpose of conducting other business), the Notice to the Corporation must be made not later than the close of business on the fifteenth (15th) day following the Notice Date.

The Board may, in its sole discretion, waive any requirement of the Advance Notice Provision.

III. Appointment and Remuneration of Auditors

At the Meeting, Shareholders will be asked to re-appoint MNP as auditors of the Corporation, to hold office until the next annual meeting of Shareholders. Shareholders will also be asked to authorize the directors of the Corporation to fix MNP’s remuneration. MNP was first appointed as auditors of the Corporation on September 9, 2019. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the appointment of MNP as auditors of the Corporation and to authorize the Board to fix MNP’s remuneration.

IV. Approval of Share Consolidation

The Corporation proposes to effect a share consolidation (the “Share Consolidation”) of the issued and outstanding Common Shares on the basis of a consolidation ratio to be selected by the Board within a range between two (2) pre-consolidation Common Shares to one (1) post-consolidation Common Share and forty (40) pre-consolidation Common Shares to one (1) post-consolidation Common Share. The Board will have the discretion to select any ratio for the Share Consolidation falling within the aforementioned range of ratios upon receipt of Shareholder approval and prior to the filing of articles of amendment to the Corporation’s articles, as amended from time to time.

If the Share Consolidation Resolution (as hereinafter defined) is approved by Shareholders at the Meeting and implemented by the Board, the Common Shares will be consolidated into a lesser number of Common Shares, at the ratio selected by the Board which shall apply uniformly to the Common Shares. If the Share Consolidation Resolution is approved by Shareholders at the Meeting, the directors will have the sole discretion to implement the Share Consolidation at any time prior to the next annual meeting of Shareholders of the Corporation and at such ratio as they may determine in accordance with the Share Consolidation Resolution, subject to the approval of the TSXV.

The Board believes that the proposed range of Share Consolidation ratios (rather than a single ratio) will provide it with the flexibility to implement the Share Consolidation in a manner designed to maximize the anticipated benefits to the Corporation as it is not possible to predict market conditions at the time the Share Consolidation would be implemented. In determining which precise Share Consolidation ratio within the aforementioned range of ratios to implement, if any, following the receipt of Shareholder approval, the Board may consider, among other things, factors such as: (i) the historical trading prices and trading volume of the Common Shares; (ii) the then prevailing trading price and trading volume of the Common Shares and the anticipated impact of the Share Consolidation on the trading market(s) for the Common Shares; (iii) the outlook for the trading price of the Common Shares; (iv) threshold prices of brokerage houses or institutional investors that could impact their ability to invest or recommend investments in the Common Shares; (v) the number of Common Shares that may be issued pursuant to outstanding securities exercisable or exchangeable for, or convertible into, Common Shares, and pursuant to the exercise of the issued Common Share purchase warrants; (vi) the overall reduction of the Corporation’s administrative costs; and (vii) prevailing general market and economic conditions. The potential benefits of the Share Consolidation and a higher post-consolidation share price may include the ability to meet the initial listing requirements of major exchanges in the United States in the event that the Corporation determines to pursue such a listing.

Implementing the Share Consolidation

If the Share Consolidation Resolution is approved at the Meeting and the Board determines to implement the Share Consolidation, the Corporation will send a letter of transmittal to registered shareholders which will provide instructions on how registered shareholders may obtain new certificates representing the number of post-consolidation Common Shares to which they are entitled as a result of the Share Consolidation. Upon receipt of a properly completed and signed letter of transmittal and the share certificate(s) referred to in such letter of transmittal, the Corporation will arrange to have a new share certificate representing the appropriate number of post-consolidation Common Shares delivered in accordance with the instructions provided by the holder in their letter of transmittal. No delivery of a new certificate to a shareholder will be made until the shareholder has surrendered his, her or its current issued share certificates. Until surrendered, each share certificate representing pre-consolidation Common Shares shall be deemed for all purposes to represent the number of post-consolidation Common Shares to which the holder is entitled as a result of the Share Consolidation.

If the Share Consolidation Resolution is approved by Shareholders at the Meeting and the Board determines to implement the Share Consolidation, the Corporation will effect the Share Consolidation (subject to receipt of all necessary regulatory approvals including the TSXV) through the filing of articles of amendment with the Director under the Business Corporations Act (Ontario) (the “OBCA”). The Share Consolidation will become effective on the date shown in the certificate of amendment issued pursuant to the OBCA.

Principal Effects of the Share Consolidation

If approved and implemented, the Share Consolidation will occur simultaneously for all of the Common Shares at the ratio selected by the Board in accordance with the Share Consolidation Resolution and will affect all Common Shares uniformly. Except for any variances attributable to fractional shares, the change in the number of issued and outstanding Common Shares that will result from the Share Consolidation will cause no change in the capital attributable to the Common Shares and will not materially affect any Shareholder’s percentage ownership in the Corporation, even though such ownership will be represented by a smaller number of Common Shares. No fractional post-consolidation Common Shares will be issued and no cash will be paid in lieu of fractional interests in post-consolidation Common Shares. Any fractional interest in Common Shares resulting from the Share Consolidation will be rounded down to the nearest whole number. In addition, the Share Consolidation will not materially affect any Shareholder’s proportionate voting rights. Each Common Share outstanding after the Share Consolidation will be entitled to one vote in respect of all matters on which holders of Common Shares are entitled to vote and each Common Share will be fully paid and non-assessable.

As of the date hereof, the Corporation has 408,293,807 Common Shares issued and outstanding. Following the completion of the proposed Share Consolidation, the number of Common Shares issued and outstanding will depend on the ratio selected by the Board in accordance with the Share Consolidation Resolution. The following table sets out the appropriate number of Common Shares that would be outstanding as a result of the Share Consolidation at the ratios indicated below:

Proposed Common Share Consolidation Ratio⁽¹⁾	Approximate Number of Outstanding Common Shares (Post Consolidation)⁽²⁾
1 for 5	81,658,761
1 for 10	40,829,381
1 for 15	27,219,587
1 for 20	20,414,690
1 for 25	16,331,752
1 for 30	13,609,794
1 for 35	11,665,537
1 for 40	10,207,345

Notes:

	(1)	The ratios above are for information purposes only and are not indicative of the actual ratio that may be adopted by the Board to effect the Share Consolidation.
	(2)	Based on the number of outstanding Common Shares as of the date hereof.

The implementation of the Share Consolidation alone would not affect the total shareholders’ equity of the Corporation or any components of shareholders’ equity as reflected on the Corporation’s financial statements except: (i) to change the number of issued and outstanding Common Shares; and (ii) to change the stated capital of the Common Shares to reflect the Share Consolidation.

The Corporation is authorized to issue an unlimited number of Common Shares and the Share Consolidation will not have any effect on the number of Common Shares that remain available for future issuance. The exercise or conversion price and the number of Common Shares issuable under any convertible securities of the Corporation, including Stock Options (as defined below), RSUs (as defined below), compensation options and warrants, will be proportionately adjusted upon the Share Consolidation becoming effective.

Risks Relating to the Share Consolidation

There are numerous factors and contingencies that could affect the price of the Common Shares before or following the Share Consolidation, including the status of the market for the Common Shares at the time, the status of the Corporation’s reported financial results in future periods, and general economic, geopolitical, stock market and industry conditions. Accordingly, the market price of the Common Shares may not be sustainable at the direct arithmetic result of the Share Consolidation and may be lower. If the market price of the Common Shares is lower than it was before the Share Consolidation on an arithmetic equivalent basis, the Corporation’s total market capitalization after the Share Consolidation may be lower than before the Share Consolidation. If the Share Consolidation is implemented and the market price of the Common Shares declines, the decline may have a greater effect on the market value of a Shareholder’s holdings had the Share Consolidation not occurred. The market price of the Common Shares will also be based on the Corporation’s performance and other factors, which are unrelated to the number of Common Shares outstanding. Furthermore, the liquidity of the Common Shares could be adversely affected by the reduced number of Common Shares that would be outstanding after the Share Consolidation. The Share Consolidation may result in some shareholders owning “odd lots” of Common Shares on a post-consolidation basis. “Odd lots” may be more difficult to sell, or require greater transaction costs per Common Shares to sell, than Common Shares held in “board lots” of even multiples of Common Shares.

At the Meeting, Shareholders will be asked to consider and, if thought appropriate, pass, with or without variation, the following special resolution to approve the Share Consolidation (the “Share Consolidation Resolution”):

“BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

(a)

the articles of QYOU Media Inc. (the “Corporation”) be amended to provide that the issued and outstanding common shares of the Corporation be consolidated within a range between two (2) pre-consolidation Common Shares of the Corporation (the “Common Shares”) to one (1) post-consolidation Common Share and forty (40) pre-consolidation Common Shares to one (1) post-consolidation Common Share (the “Share Consolidation”) provided that any holders of Common Shares on the date that the articles of amendment to give effect to such Share Consolidation become effective shall not be entitled to receive any fractional Common Shares following the Share Consolidation and any fractional interest in Common Shares will be rounded down to the nearest whole number;

(b)

the board of directors of the Corporation is hereby authorized to determine the ratio for the Share Consolidation within a range between two (2) pre-consolidation Common Shares to one (1) post-consolidation Common Share and forty (40) pre-consolidation Common Shares to one (1) post-consolidation Common Share;

(c)

any one director or officer of the Corporation is authorized to make all such arrangements, to do all acts and things and to sign and execute all documents and instruments in writing, whether under the corporate seal of the Corporation or otherwise, as may be considered necessary or advisable to give full force and effect to the foregoing, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination; and

(d)

notwithstanding the passage of above resolutions, the Share Consolidation must be implemented prior to the next annual general meeting of shareholders of the Corporation and the directors of the Corporation be and are hereby authorized and empowered to revoke the above resolutions without further approval, ratification or confirmation of the shareholders of the Corporation at any time before it is acted on.”

For the Share Consolidation to be approved and confirmed, the Share Consolidation Resolution must be passed by at least two thirds of the votes cast with respect to the Share Consolidation Resolution by the Shareholders of the Corporation present at the Meeting in person or by proxy. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the resolution approving and confirming the Share Consolidation.

Approval of the Corporation’s Amended Stock Option Plan

At the Corporation’s last annual general and special meeting held on March 14, 2022, shareholders re-approved the Corporation’s incentive stock option plan (the “Current Stock Option Plan”), which plan permits the Board to grant options (“Stock Options”) to purchase up to ten percent (10%) of the issued number of Common Shares outstanding at the date of the Stock Option grant. The policies of the TSXV require all listed companies with a ten percent (10%) rolling stock option plan to obtain shareholder approval of such plan on an annual basis.

On November 24, 2021, the TSXV updated Policy 4.4 - Security Based Compensation of the TSXV Corporate Finance Manual (the “Corporate Finance Manual”), which included certain changes that impact the Current Stock Option Plan. At the Meeting, shareholders will be asked to consider and, if thought appropriate, to pass an ordinary resolution (the “Stock Option Plan Resolution”) to approve the amended and restated stock option plan of the Corporation (the “Amended Stock Option Plan”), which includes certain amendments to reflect the TSXV’s requirements under the Corporate Finance Manual as further described below. The full text of the Amended Stock Option Plan is attached hereto as Schedule “A” in “blackline” form, demonstrating all additions to, and deletions from, the Current Stock Option Plan. Shareholders are encouraged to read the full text of the Amended Stock Option Plan.

Some of the changes in the Amended Stock Option Plan from the Current Stock Option Plan include:

(a)

Limits of Stock Option Grants: Unless disinterested shareholder approval is obtained, the aggregate number of Common Shares issued or granted to Insiders (as a group) in any 12-month period, or any point in time, pursuant to the Amended Stock Option Plan or any other Security Compensation Arrangement (as defined in the Amended Stock Option Plan) shall not exceed ten percent (10%) of the outstanding Common Shares. The aggregate number of Common Shares reserved for issuance to: (i) any one person (other than consultants and employees performing investor relations activities) pursuant to the Amended Stock Option Plan or any other Security Compensation Arrangement shall not exceed five percent (5%) of the outstanding Common Shares in any 12-month period; and (ii) a consultant in a 12-month period pursuant to the Amended Stock Option Plan or any other Security Compensation Arrangement shall not exceed two percent (2%) of the outstanding Common Shares.

(b)

Cashless Exercise/Net Exercise: If requested by an Optionee (as defined in the Amended Stock Option Plan), the Corporation may permit the exercise of a Stock Option through either: (i) a “Cashless Exercise” whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm loans money to an Optionee to purchase the Common Shares underlying the Stock Options, with the brokerage firm then selling a sufficient number of Common Shares to cover the exercise price of the Stock Options in order to repay the loan made to the Optionee; or (ii) a “Net Exercise” whereby Stock Options are exercised without the Optionee making any cash payment to the Corporation, such that the Corporation does not receive any cash in payment of the applicable exercise, and instead the Optionee receives only the number of Common Shares equal in value to the difference between the option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the Amended Stock Option Plan.

(c)

Takeover or Change of Control: In the event of the takeover or change of control, the Corporation may make certain amendments to permit the exercise of outstanding Stock Options, subject to the approval of the TSXV. Any acceleration of vesting terms of Stock Options granted to persons retained to provide investor relation activities is subject to the prior approval of the TSXV.

(d)

Adjustments: Any adjustments made to Stock Options made in connection with an amalgamation or merger shall be subject to the prior approval of the TSXV.

The Amended Stock Option Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants of the Corporation, or any subsidiary of the Corporation, Stock Options to purchase Common Shares. The Amended Stock Option Plan provides for a floating maximum limit of Stock Options to purchase ten percent (10%) of the outstanding Common Shares, as permitted by the policies of the TSXV, provided that the number of Common Shares reserved for issuance under the Amended Stock Option Plan in combination with the aggregate number of Common Shares issuable under all of the Corporation’s other equity incentive plans in existence from time to time, including the Corporation’s amended and restated restricted share unit plan, shall not exceed 20% of the issued and outstanding Common Shares. As at the date hereof, there are 40,829,380 Common Shares available to be reserved under the Current Stock Option Plan. As at the date hereof, Stock Options to purchase a total of 33,712,053 Common Shares have been issued to directors, officers, employees and consultants of the Corporation.

The aggregate number of Common Shares reserved for issuance pursuant to Stock Options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued and outstanding Common Shares in any 12-month period, calculated on the date of grant. The Board determines the price per Common Share issuable upon exercise of a Stock Option and the number of Common Shares issuable upon the exercise of Stock Options that may be allotted to each director, officer, employee and consultant and all other terms and conditions of the options, subject to the rules of the TSXV.

Stock Options may be exercisable for up to ten (10) years from the date of grant, but the Board has the discretion to grant Stock Options that are exercisable for a shorter period. Stock Options under the Amended Stock Option Plan are not transferable or assignable. If prior to the exercise of a Stock Option, the holder ceases to be a director, officer, employee or consultant of the Corporation, the Stock Option shall be limited to the number of Common Shares purchasable by the holder immediately prior to the time of his or her cessation of office or employment and the holder shall have no right under the Stock Option to purchase any other Common Shares. Pursuant to the Amended Stock Option Plan, Stock Options must be exercised within a reasonable period following termination of employment or cessation of the optionee’s position with the Corporation, or such other period established by the Board, subject to a maximum of one (1) year (or thirty (30) days in the case of an optionee engaged in investor relations activities) following the cessation of office, directorship, consulting arrangement or employment. If the cessation of office, directorship, consulting arrangement or employment was by reason of death or disability, the Stock Option may be exercised within one (1) year, subject to the expiry date.

The Amended Stock Option Plan provides that if requested by an Optionee, the Corporation may permit the exercise of a Stock Option through either: (i) a “Cashless Exercise” whereby the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm loans money to an Optionee to purchase the Common Shares underlying the Stock Options, with the brokerage firm then selling a sufficient number of Common Shares to cover the exercise price of the Stock Options in order to repay the loan made to the Optionee; or (ii) a “Net Exercise” whereby Stock Options are exercised without the Optionee making any cash payment to the Corporation, such that the Corporation does not receive any cash in payment of the applicable exercise, and instead the Optionee receives only the number of Common Shares equal in value to the difference between the option price and the fair market value of the Common Shares on the date of exercise, computed in accordance with the Amended Stock Option Plan.

Management of the Corporation believes that it would be in the best interest of the Corporation to approve the Amended Stock Option Plan to encourage the interest of directors, officers, employees and consultants of the Corporation and its affiliates in the growth and development of the Corporation and its affiliates by providing them with the opportunity through stock options to acquire an increased proprietary interest in the Corporation.

The Amended Stock Option Plan is subject to approval by the TSXV and subject to approval by the shareholders of the Corporation, as required by the policies of the TSXV.

Shareholders will be asked to approve and confirm the Amended Stock Option Plan by passing the Stock Option Plan Resolution at the Meeting, such resolution to be substantially in the form set forth below:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a)

the amended and restated incentive stock option plan of QYOU Media Inc. (the “Corporation”), substantially as described in and attached as Schedule “A” to the management information circular of the Corporation dated May 19, 2022, be and is hereby approved and confirmed, including the reservation for issuance thereunder at any time of a maximum of 10% of the issued and outstanding common shares of the Corporation, in accordance with the policies of the TSX Venture Exchange;

(b)

all issued and outstanding stock options previously granted are hereby continued under and governed by the amended and restated incentive stock option plan of the Corporation;

(c)

the form of the amended and restated incentive stock option plan may be further amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

(d)

(e)

the directors of the Corporation may revoke this resolution before it is acted upon without further approval of the shareholders of the Corporation.”

For the Amended Stock Option Plan to be approved and confirmed, the Stock Option Plan Resolution must be passed by at least a majority of the votes cast with respect to the Stock Option Plan Resolution by the Shareholders of the Corporation present at the Meeting in person or by proxy. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the resolution approving and confirming the Amended Stock Option Plan. If the Amended Stock Option Plan is not approved and confirmed by the Shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees, consultants and other personnel.

VI.

Approval of the Corporation’s Amended Restricted Share Unit Plan

At the Corporation’s annual general and special meeting held on January 19, 2021, Shareholders approved the Corporation’s restricted share unit plan (the “Current RSU Plan”). The Current RSU Plan permits the Board to grant restricted share units (“RSUs”) to purchase Common Shares of the Corporation to its senior officers, directors, employees and certain consultants (each an “Eligible Person”) as a discretionary payment in consideration for significant contributions to the long-term success of the Corporation.

On November 24, 2021, the TSXV updated Policy 4.4 - Security Based Compensation of the Corporate Finance Manual, which included certain changes that impact the Current RSU Plan. At the Meeting, Disinterested RSU Shareholders (as defined below) will be asked to consider and, if thought appropriate, to pass an ordinary resolution (the “RSU Plan Resolution”) to approve and confirm the amended and restated restricted share unit plan of the Corporation (the “Amended RSU Plan”), which includes certain amendments to reflect the TSXV’s requirements under the Corporate Finance Manual as further described below. The full text of the Amended RSU Plan is attached hereto as Schedule “B” in “blackline” form, demonstrating all additions to, and deletions from, the Current RSU Plan. Shareholders are encouraged to read the full text of the Amended RSU Plan.

Some of the changes in the Amended RSU Plan from the Current RSU Plan include:

(a)

New Limit: The Board proposes to change the maximum number of Common Shares reserved for issuance pursuant to RSUs granted under the plan to 40,829,380.

(b)

Limits of RSU Grants: Unless disinterested shareholder approval is obtained, the aggregate number of Common Shares issued or granted to Insiders (as a group) in any 12-month period, or any point in time, pursuant to the Amended RSU Plan or any other Security Compensation Arrangement (as defined in the Amended RSU Plan) shall not exceed shall not exceed ten percent (10%) of the outstanding Common Shares. The aggregate number of Common Shares reserved for issuance to: (i) any one person (other than consultants) pursuant to the Amended RSU Plan or any other Security Compensation Arrangement shall not exceed five percent (5%) of the outstanding Common Shares in any 12-month period; and (ii) a consultant in a 12-month period pursuant to the Amended RSU Plan or any other Security Compensation Arrangement shall not exceed two percent (2%) of the outstanding Common Shares.

(c)

Vesting: Other than in accordance with certain exceptions under the Amended RSU Plan, no RSUs shall vest before one year following the date the RSUs are granted.

(d)

Adjustments: Adjustments made to RSUs by reason of a Reorganization (as defined in the Amended RSU Plan) may be subject to the prior approval of the TSXV.

The approval of the Amended RSU Plan will require “Disinterested RSU Shareholder” approval, being the approval of a majority of the votes cast by Shareholders at the Meeting excluding Insiders and their Associates. An “Insider” includes all directors and senior officers of the Corporation and its subsidiaries and any person who beneficially owns or controls, directly or indirectly, more than 10% of the issued and outstanding Common Shares of the Corporation; and “Associates” includes an individual’s spouse, children and any relative who lives in the same residence as such person.

The Amended RSU Plan provides that the Board may from time to time, in its discretion, grant to directors, officers, employees and consultants (other than those consultants performing investor relations activities) of the Corporation, or any subsidiary of the Corporation, RSUs. The Amended RSU Plan provides that the maximum number of Common Shares reserved for issuance pursuant to RSUs will be 40,829,380, provided that, in accordance with the policies of the TSXV, the number of Common Shares reserved for issuance under the Amended RSU Plan in combination with the aggregate number of Common Shares issuable under all of the Corporation’s other equity incentive plans in existence from time to time, including the Amended Stock Option Plan, shall not exceed 20% of the issued and outstanding Common Shares. As at the date hereof, there are 26,155,604 Common Shares available to be reserved under the Current RSU Plan. As at the date hereof, RSUs redeemable for a total of 14,183,321 Common Shares have been issued to directors, officers, employees and consultants of the Corporation.

The aggregate number of Common Shares issued or granted to Insiders (as defined in the Amended RSU Plan) in any 12-month period or at any point in time pursuant to RSUs shall not exceed 10% of the aggregate number of Common Shares outstanding, calculated at the date an RSU is granted to any Insider, unless disinterested shareholder approval is obtained. The aggregate number of Common Shares reserved for issuance to any one Eligible Person under the Amended RSU Plan pursuant to RSUs in any 12-month period shall not exceed 5% of the issued and outstanding Common Shares determined at the grant date. The aggregate number of Common Shares reserved for issuance to a consultant in a 12-month period shall not exceed 2% of the issued and outstanding Common Shares determined at the grant date.

Unless redeemed earlier in accordance with the Amended RSU Plan, the RSUs of each Eligible Person will be redeemed on or within 30 days after the Redemption Date (as defined below) for cash or Common Shares, as determined by the Board, for an amount equal to the fair market value (being the closing market price of the Common Shares on the TSXV on the day prior to redemption) of the RSU. The “Redemption Date” in respect of any RSU means the third anniversary of the grant date on which such RSU was granted to the Eligible Person, unless (i) an earlier date has been approved by the Board as the Redemption Date in respect of such RSU; (ii) such Eligible Person is terminated within six (6) months of a “Change of Control” of the Corporation (as defined in the Amended RSU Plan); or (iii) the RSU is terminated upon an Eligible Person’s termination of employment or death.

If an Eligible Person ceases to hold such status for any reason (excluding death), all of the Eligible Person’s RSUs which have vested at the time of such cessation shall be redeemed for cash or Common Shares and the remainder shall be cancelled. No amount shall be paid by the Corporation to the Eligible Person in respect of the RSUs so cancelled. If an Eligible Person dies, all of the deceased’s RSUs, whether vested or not at the time of death, shall be redeemed for cash or Common Shares as determined by the Board.

In the event an Eligible Person is terminated within six (6) months of a Change of Control (as defined in the Amended RSU Plan) of the Corporation, the Corporation will redeem, subject to prior approval of the TSXV, 100% of the RSUs granted to the Eligible Persons and outstanding under the Amended RSU Plan as soon as reasonably practical, but no later than 30 days following the Redemption Date for a number of Common Shares equal to the number of RSUs then held by the Eligible Persons.

Disinterested RSU Shareholders will be asked to approve and confirm the Amended RSU Plan by passing the RSU Plan Resolution at the Meeting, such resolution to be substantially in the form set forth below:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a)

the amended and restated restricted share unit plan of QYOU Media Inc. (the “Corporation”), substantially as described in and attached as Schedule “B” to the management information circular of the Corporation dated May 19, 2022, be and is hereby approved and confirmed, including the reservation for issuance thereunder at any time of a maximum of 40,829,380 common shares of the Corporation, in accordance with the policies of the TSX Venture Exchange;

(b)

all issued and outstanding restricted share units previously granted are hereby continued under and governed by the amended and restated restricted share unit plan;

(c)

the form of the amended and restated restricted share unit plan may be further amended in order to satisfy the requirements or requests of any regulatory authorities without requiring further approval of the shareholders of the Corporation;

(d)

(e)

the directors of the Corporation may revoke this resolution before it is acted upon without further approval of the shareholders of the Corporation.”

For the Amended RSU Plan to be approved and confirmed, the RSU Plan Resolution must be passed by at least a majority of the votes cast with respect to the RSU Plan Resolution by the Disinterested RSU Shareholders of the Corporation present at the Meeting in person or by proxy. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the resolution approving the Amended RSU Plan. If the Amended RSU Plan is not approved and confirmed by the Disinterested RSU Shareholders, the Corporation will have to consider other methods of compensating and providing incentives to directors, officers, employees, consultants and other personnel.

VII.

Approval of the Amended and Restated By-Law

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, approve, with or without variation, an ordinary resolution approving, confirming and ratifying the Amended and Restated By-Law. The only proposed amendment to the Corporation’s By-Law No. 1-A is to remove the Canadian residency requirements for directors of the Corporation, which are consistent with and similar to amendments made under the OBCA as of July 5, 2021.

The following provides an overview of the principal proposed changes to the Amended and Restated By-Law, which is qualified in its entirety by reference to the full text of the Amended and Restated By-Law attached as Schedule “C” to this Circular, which is in “blackline” form , demonstrating all additions to, and deletion from, By-Law No. 1-A.

Canadian Residency Requirements

Prior to July 5, 2021, Section 118(3) of the OBCA required that, for all resident corporations, at least 25% of directors of a company must be resident Canadians. On July 5, 2021, Section 118(3) of the OBCA was repealed. By resolution made as of May 18, 2022, the Board resolved, subject to confirmation and ratification of the Shareholders, to make corresponding amendments to By-law No. 1-A of the Corporation to remove the Canadian residency requirements of its directors.

Approval of the Amended and Restated By-Law

Section 116(2) of the OBCA requires that an amendment to a by-law made by the Board be submitted to the Shareholders at the next meeting of the Shareholders and the Shareholders may, by ordinary resolution confirm, reject or amend the amendment.

The Amended and Restated By-Law has been adopted by the Board and is effective from the date of adoption by the Board, but the Amended and Restated By-Law must be ratified by the Shareholders. Accordingly, and in order to be effective, Shareholders will be asked to approve, ratify and confirm the Amended and Restated By-Law by passing a resolution, such resolution to be substantially in the form set forth below:

“BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

(a)

the amended and restated By-Law No. 1-A (the “By-Law”) of QYOU Media Inc. (the “Corporation”), substantially as described in and attached as Schedule “C” to the management information circular of the Corporation dated May 19, 2022, be and is hereby approved, confirmed and ratified;

(b)

the form of the By-Law may be amended in order to satisfy the requirements or requests of any regulatory authorities, including but not limited to the TSX Venture Exchange, without requiring further approval of the shareholders of the Corporation;

(c)

(d)

the directors of the Corporation may revoke this resolution before it is acted upon without further approval of the shareholders of the Corporation.”

For the Amended and Restated By-Law to be approved, ratified and confirmed, the foregoing resolution must be passed by at least a majority of the votes cast with respect to the foregoing resolution by Shareholders of the Corporation present at the Meeting in person or by proxy. Unless otherwise directed, the management designees, if named as proxy, intend to vote such proxies in favour of the resolution approving the Amended and Restated By-Law.

COMPENSATION OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

For the purpose of this section, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Corporation or acted in a similar capacity during the Fiscal Period. A “Named Executive Officer” means each CEO; each CFO; the most highly compensated executive officer, other than the CEO and CFO, who was serving as an executive officer of the Corporation or one of its subsidiaries at the end of the Fiscal Period and whose total compensation was individually greater than $150,000; and any additional individuals (other than the CEO and CFO) for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation nor acting in a similar capacity at the end of the Fiscal Period.

During the Fiscal Period, the Corporation had three Named Executive Officers, namely: Curt Marvis, Chief Executive Officer of the Corporation; Kevin Williams, Chief Financial Officer; and Glenn Ginsburg, President of QYOU USA Inc.

Compensation Discussion and Analysis

The Corporation does not have in place any formal objective, criteria or analysis for assessing the compensation of its executive officers. Rather, the Corporation relies mainly on board discussion of the Corporation’s executive compensation program, which is comprised of the following components: base salary, discretionary annual incentive and long-term incentives. The basic executive compensation philosophy of management is to attract and retain executives by way of aggressive performance bonuses in both cash and equity that mix company and personal achievement. This is required due to a lower than normal base salary level for all executives in order to conserve cash until the Corporation reaches a cash flow positive operating position.

Compensation Governance

The Corporation does not currently have a compensation committee. The Board has the responsibility for determining the compensation policies and practices of the Corporation.

The Corporation has not retained any compensation consultant or advisor at any time since inception to assist the Board in determining compensation for any of the Corporation’s directors or executive officers.

As part of its annual review of the Corporation’s compensation policies and practices, the Board considers the implications of risks associated with such compensation policies and practices. The Board keeps itself apprised of the current compensation policies of other comparably-sized companies to help identify compensation policies and practices that could encourage an executive officer to take inappropriate or excessive risks. As of the date hereof, the Board is not aware of any material risks arising from the Corporation’s current compensation policies or practices that would be reasonably likely to have a material adverse effect on the Corporation. The Board will continue to review the Corporation’s approach to executive and director compensation and, if deemed appropriate in the circumstances, will consider alternative or supplemental compensation arrangements to mitigate and discourage excessive risk-taking.

The Corporation does not currently have any policies in place that would prevent Named Executive Officers or directors from purchasing financial instruments that might be designed to hedge or offset a decrease in market value of equity securities granted as compensation or held by Named Executive Officers or directors. To the knowledge of the Corporation, none of the Named Executive Officers or directors have purchased any such financial instruments. The Corporation will continue to review whether a formal policy in this regard is necessary or advisable as the Corporation continues to execute its business plan and gain further market visibility.

Director and Named Executive Officer Compensation

The following table sets forth the total compensation paid to or earned by those persons who were Named Executive Officers and directors during the Fiscal Period ended December 31, 2021 and financial year ended June 30, 2021. The compensation paid to the Corporation’s Named Executive Officers and directors in the past is not indicative of the compensation expected to be paid to the Corporation’s Named Executive Officers and directors in the future.

TABLE OF COMPENSATION EXCLUDING COMPENSATION SECURITIES

Name and Position

Financial Period Ended⁽¹⁾

Salary, Consulting Fee, Retainer or Commission ($)

Bonus ($)

Committee or Meeting Fees ($)

Value of Perquisites ($)

Value of all Other Compensation ($)

Total Compensation ($)

Curt Marvis
Chief Executive
Officer (formerly,
Co-Chief Executive
Officer) and Director

December 31, 2021

157,538

^(2)(3)(4)

63,015

⁽³⁾

Nil

20,784

⁽³⁾⁽⁶⁾

241,337

⁽³⁾

June 30, 2021

341,733

^(2)(3)(4)

21,372

⁽³⁾⁽⁵⁾

Nil

33,889

⁽³⁾⁽⁶⁾

396,994

⁽³⁾

Kevin Williams
Chief Financial
Officer

December 31, 2021

60,000

Nil

60,000

June 30, 2021

120,000

Nil

120,000

Glenn Ginsburg
President, QYOU
USA Inc.⁽⁷⁾

December 31, 2021

384,525

⁽³⁾⁽⁸⁾

Nil

384,525

⁽³⁾

June 30, 2021

360,330

⁽³⁾⁽⁸⁾

Nil

15,388

⁽³⁾⁽⁶⁾

375,718

⁽³⁾

G. Scott Paterson
Chairman and
Director

December 31, 2021

Nil

⁽⁹⁾

Nil

⁽⁹⁾

Nil

June 30, 2021

Nil

⁽⁹⁾

Nil

⁽⁹⁾

Nil

Catherine Warren
Director

December 31, 2021

Nil

June 30, 2021

Nil

Damian Lee
Director

December 31, 2021

Nil

June 30, 2021

Nil

Steven Beeks
Director

December 31, 2021

Nil

June 30, 2021

Nil

Notes:

	(1)	The financial year end for the Corporation was changed from June 30 to December 31. The amounts disclosed for the Fiscal Period ended December 31, 2021 are for the period from July 1, 2021 to December 31, 2021. All other years are fiscal years ending June 30.
	(2)	No compensation was earned or paid in respect of such individual’s position as a director of the Corporation.
	(3)	Represents amounts originally received in United States Dollars and converted to Canadian Dollars for the purposes of the above table at an exchange rate of US$1 = CDN$1.2603 (December 31, 2021) and US$1 = CDN$1.2823 (June 30, 2021).
	(4)	$Nil of such compensation was received by Mr. Marvis indirectly through Next Level Entertainment, Inc. for December 31, 2021, and $192,345 for June 30, 2021.
	(5)	Represents bonus earned but not paid during such period.
	(6)	Represents payments made to such individual for medical insurance benefit and payroll taxes.
	(7)	Mr. Ginsburg was appointed as President of QYOU USA Inc. on November 22, 2021.
	(8)	$91,507 of such compensation was sales commission earned but not paid for the six months ended December 31, 2021 and $64,756 for the year ended June 30, 2021.
	(9)	Does not include fees paid to Patstar Inc. as compensation for several employees of Patstar Inc., excluding Mr. Paterson, providing consultancy services to the Corporation. For such services, Patstar Inc. was compensated $Nil during the six months ended December 31, 2021 and $75,000 during the financial year ended June 30, 2021. Mr. Paterson is the sole shareholder of Patstar Inc.

The following table sets forth the compensation securities of the Corporation granted to the Named Executive Officers and directors during the Fiscal Period:

COMPENSATION SECURITIES
Name and Position	Type of Compensation Security	Number of Compensation Securities, Number of Underlying Securities and Percentage of Class⁽¹⁾	Date of Issue or Grant		Issue, Conversion or Exercise Price ($)			Closing Price of Security or Underlying Security on Date of Grant ($)		Closing Price of Security or Underlying Security at Fiscal Period ($)⁽²⁾	Expiry Date
Curt Mavis Chief Executive Officer and Director	Stock Options	750,000⁽³⁾ 750,000 0.19%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	900,000⁽³⁾ 900,000 0.22%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
Kevin Williams Chief Financial Officer	Stock Options	100,000⁽⁷⁾ 100,000 0.02%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	200,000⁽⁷⁾ 200,000 0.05%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
Glenn Ginsburg President, QYOU USA Inc.	Stock Options	250,000⁽⁸⁾ 250,000 0.06%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	300,000(8) 300,000 0.07%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
G. Scott Paterson Chairman and Director	Stock Options	250,000⁽⁹⁾ 250,000 0. 06%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	300,000⁽⁹⁾ 300,000 0.07%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
Catherine Warren Director	Stock Options	100,000⁽¹⁰⁾ 100,000 0.02%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	50,000⁽¹⁰⁾ 50,000 0.01%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
Damian Lee Director	Stock Options	100,000⁽¹⁰⁾ 100,000 0.02%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	50,000⁽¹⁰⁾ 50,000 0.01%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾
Steven Beeks Director	Stock Options	100,000⁽¹⁰⁾ 100,000 0.02%	November 22, 2021	$	0.275	⁽⁴⁾	$	0.275	$	0.23	November 22, 2026
	Restricted Share Units	50,000⁽¹⁰⁾ 50,000 0.01%	November 22, 2021		N/A	⁽⁵⁾⁽⁶⁾	$	0.275	$	0.23	N/A⁽⁵⁾⁽⁶⁾

Notes:

	(1)	Percentages are based on a total of 401,394,314 Common Shares outstanding as of December 31, 2021.
	(2)	Reflects the closing price of the Common Shares on the TSXV as of December 31, 2021, the last trading day prior to the fiscal year end of the Corporation.
	(3)	Mr. Marvis holds a total of 4,966,667 Common Shares, 3,250,000 Stock Options and 3,933,333 restricted share units (“RSUs”).
	(4)	Stock Options vest monthly over period of four years.
	(5)	Of such RSUs, 1/3 vests on each of the first three anniversaries of the date of grant.
	(6)	Upon vesting of each RSU, one Common Share shall be issued for each RSU so vested.
	(7)	Mr. Williams holds a total of 1,306,950 Common Shares, 700,000 Stock Options and 750,000 RSUs.
	(8)	Mr. Ginsburg holds a total of 2,325,000 Common Shares, 2,150,000 Stock Options and 1,300,000 RSUs.
	(9)	Mr. Paterson controls, directly or indirectly, 28,689,492 Common Shares, 2,150,000 Stock Options and 1,966,666 RSUs.
	(10)	Ms. Warren holds a total of 1,028,334 Common Shares, 1,350,000 Stock Options and 216,666 RSUs.
	(11)	Mr. Lee holds a total of 871,666 Common Shares, 1,200,000 Stock Options and 216,666 RSUs.
	(12)	Mr. Beeks controls, directly or indirectly, a total of 680,577 Common Shares, 1,050,000 Stock Options and 216,666 RSUs.

The following table sets forth the compensation securities of the Corporation exercised by the Named Executive Officers and directors during the Fiscal Period:

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs

Name and
Position

Type of
Compensation
Security

Number of
Underlying
Securities
Exercised

Exercise Price
per Security
($)

Date of
Exercise

Closing Price
per Security
on Date of
Exercise ($)

Difference
Between
Exercise Price
and Closing
Price on Date
of Exercise ($)

Total Value
on Exercise
Date ($)

Curt Mavis
Chief Executive
Officer and
Director

Restricted Share Units

416,667

N/A⁽¹⁾

August 16, 2021

0.28

N/A⁽¹⁾

116,667

Kevin Williams
Chief Financial
Officer

Restricted Share Units

50,000

N/A⁽¹⁾

August 16, 2021

0.28

N/A⁽¹⁾

14,000

Glenn Ginsburg
President, QYOU
USA Inc.

Restricted Share Units

Nil

N/A

G. Scott Paterson
Chairman and
Director

Restricted Share Units

333,334

N/A⁽¹⁾

August 16, 2021

0.28

N/A⁽¹⁾

93,334

Catherine Warren
Director

Restricted Share Units

Nil

N/A

Steven Beeks
Director

Restricted Share Units

Nil

N/A

Note:

(1)

In connection with vesting of RSUs on a basis of one Common Share for each RSU.

Stock Option Plans and Other Incentive Plans

See “Particulars of the Matters to be Acted Upon – Approval of the Corporation’s Amended Stock Option Plan” and “Particulars of the Matters to be Acted Upon – Approval of the Corporation’s Amended Restricted Share Unit Plan”.

Employment, Consulting and Management Agreements

During the Fiscal Period, there was no plan or arrangement in respect of compensation received or that may be received by a Named Executive Officer or director with a view to compensating such individuals in the event of severance, constructive dismissal or termination of their employment or a change of responsibilities following a change of control.

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth the information pertaining to the Corporation’s Current Stock Option Plan and Current RSU Plan as at December 31, 2021:

Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for future
issuance under equity
compensation plans (excluding
securities reflected in first column)

Equity
compensation
plans approved
by
securityholders

Current Stock Option

Plan

35,779,654

0.23

4,359,777

⁽¹⁾

Current RSU Plan

17,949,993

N/A

⁽²⁾

8,205,611

⁽³⁾

Equity compensation plans not
approved by securityholders

N/A

Total

53,729,647

12,565,388

⁽⁴⁾

Notes:

(1)

Pursuant to the Current Stock Option Plan, the number of authorized but unissued Common Shares that may be issued upon the exercise of Stock Options granted under the Current Stock Option Plan at any time shall not exceed 10% of the issued and outstanding Common Shares at any time. As at December 31, 2021 there were 401,394,314 Common Shares issued and outstanding.

(2)

Pursuant to the Current RSU Plan, one Common Share is granted upon the vesting of each RSU.

(3)

As at December 31, 2021, the Current RSU Plan authorized an aggregate of 26,155,604 Common Shares to be reserved for issuance pursuant to RSUs.

(4)

As at the date hereof, the number of Common Shares to be issued upon exercise of the outstanding Stock Options under the Current Stock Option Plan is 33,712,053 and 7,117,327 Common Shares remain available for future issuances under the Current Stock Option Plan. As of the date hereof, there are 14,183,321 RSUs outstanding and 11,972,283 RSUs remain available for future issuances under the Current RSU Plan.

CORPORATE GOVERNANCE

General

The Board believes that good corporate governance improves corporate performance and benefits all shareholders. The CSA have adopted National Policy 58-201 – Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA have implemented National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure of corporate governance practices. This disclosure is presented below.

Composition of the Board

The Board is currently composed of five (5) directors, being G. Scott Paterson, Curt Marvis, Catherine Warren, Damian Lee and Steven Beeks.

Except for Mr. Marvis and Mr. Paterson, all of the proposed nominees of the Corporation are considered by the Board to be independent within the meaning of NI 58-101. An “independent director” is a director who is independent of management and is free from any interest and any business or other relationship which could, or could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interests of the Corporation. Mr. Marvis is the Chief Executive Officer of the Corporation and Mr. Paterson has acted as a consultant to the Corporation and has been compensated as such, and accordingly is considered to be “non-independent”. See “Compensation of Executive Officers and Directors – Summary Compensation Table”.

The independent directors exercise their responsibilities for independent oversight of management and meet independently of management whenever deemed necessary.

The following table sets forth the current and proposed directors of the Corporation who currently hold directorships with other reporting issuers:

Director	Other Reporting Issuers
G. Scott Paterson	Engagement Labs Inc. CoinSmart Financial Inc.
Curt Marvis	The Tinley Beverage Company Inc.
Damian Lee	Spacefy Inc.

Orientation and Continuing Education of Board Members

New Board members will receive information which includes access to reports on operations and results, and all public disclosure filings by the Corporation. In addition, management of the Corporation makes itself available for discussion with all Board members.

Measures to Encourage Ethical Business Conduct

The Board encourages and promotes a culture of ethical business conduct through various measures. It is the responsibility of all employees, officers and directors to report any concerns regarding accounting, financial statement disclosure, internal accounting or disclosure controls, auditing matters or suspected wrong-doings in accordance with the provisions set out herein. No employee, officer or director who in good faith makes a complaint shall suffer harassment, retaliation or adverse employment consequences. An individual who retaliates against someone who has made a complaint in good faith is subject to discipline up to and including termination of employment. Additionally, no person having knowledge of undisclosed material information relating to the Corporation shall disclose the information to any person other than in the necessary course of business or with the express written consent of his or her supervising director, officer or manager; or buy or sell, or acquire an option to buy or sell, any security of the Corporation or of a third party involved in activity or negotiation with the Corporation.

Nomination of Directors

The Corporation’s management is continually in contact with individuals involved in other junior public companies in a variety of business sectors. From these sources, the Corporation has made numerous contacts and in the event that the Corporation were in a position to nominate any new directors, such individuals would be brought to the attention of the Board. The Corporation conducts due diligence, reference and background checks on any suitable candidate. New nominees must have a track record in general business management, special expertise in an area of strategic interest to the Corporation, the ability to devote the time required and a willingness to serve.

Compensation

See “Compensation of Executive Officers and Directors – Compensation Governance”.

Other Board Committees

The Corporation does not have any committees other than the Audit Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board.

AUDIT COMMITTEE

The Audit Committee has a charter (the “Audit Committee Charter”), which outlines its authority and responsibilities. The full text of the Audit Committee Charter is attached as Schedule “B” hereto.

Composition

The Audit Committee was reconstituted effective May 18, 2022 and is currently comprised of three individuals, Damian Lee (Chair), Catherine Warren and Scott Paterson, all of whom are considered financially literate under National Instrument 52-110 – Audit Committees (“NI 52-110”) and all of whom are independent other than Mr. Paterson, who has acted as a consultant to the Corporation and has been compensated as such, and accordingly is considered to be “non-independent”.

Relevant Education and Experience

In addition to each member’s general business experience, the education and experience of each Audit Committee member that is relevant to the performance of his or her responsibilities as an Audit Committee member is outlined above under “Particulars of Matters to be Acted Upon – Biographies of Directors”.

Audit Committee Oversight

At no time since the commencement of the Fiscal Period was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permitted non-audit services.

External Auditor Service Fees (By Category)

The following table provides information about the fees billed to the Corporation for professional services rendered by MNP LLP during the Fiscal Period ended December 31, 2021 and financial year ended June 30, 2021, and were paid or estimated to be payable for services in those periods:

	Fiscal Period ended December 31, 2021⁽¹⁾		Year ended June 30, 2021⁽¹⁾
Audit Fees⁽²⁾	$	117,700	$	143,019
Audit Related Fees⁽³⁾	$	68,633	$	71,298
Tax Fees⁽⁴⁾	$	26,215	$	26,659
All Other Fees		nil	$	28,850	⁽⁵⁾
Total:	$	212,548	$	269,826

Notes:

(1)	Estimated audit fees.
(2)	Audit fees were for professional services rendered by the auditors for the audit of the Corporation’s consolidated financial statements, as well as services provided in connection with statutory and regulatory filings.
(3)	Audit related fees were for professional advisory services procured to support the audit of the Corporation's consolidated financial statements.
(4)	Tax fees were for tax compliance services and tax advice and planning.
(5)	For the year ended June 30, 2021, $5,000 in relation to RSU valuation consulting services and $23,850 in relation to consulting services for the acquisition of Chatterbox Technologies Private Limited.

The Audit Committee communicated through meetings, emails and telephone conferences in the Fiscal Period to fulfill its mandate.

Exemptions

Since the Corporation is a “Venture Issuer” (its securities are not listed or quoted on any of the Toronto Stock Exchange, Neo Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America), the Corporation has relied on the exemption in Section 6.1 of NI 52-110 in order to be exempt from the requirements of Part 5 Reporting Obligations of NI 52-110, which relates to the reporting of the required disclosure.

INDEBTEDNESS OF DIRECTORS, EXECUTIVE OFFICERS AND EMPLOYEES

Other than as set forth in this Circular, the Corporation is not aware of any indebtedness of any directors, officers or employees.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth in this Circular, the Corporation is not aware of any material interest, direct or indirect, of any informed person or proposed director of the Corporation or any associate or affiliate of any such persons in any transaction since the commencement of the Fiscal Period or in any proposed transaction, which has materially affected or would materially affect the Corporation or any of its subsidiaries.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth in this Circular, the management of the Corporation is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any person who has been a director or executive officer at any time since the beginning of the Fiscal Period or any proposed nominee for election as a director, or any associate or affiliate of any of the foregoing persons, in any matter to be acted upon at the Meeting other than the election of directors or the re-appointment of auditors. All of the directors and officers are entitled to receive Stock Options pursuant to the Amended Stock Option Plan and to receive RSUs pursuant to the Amended RSU Plan. See “Particulars of Matters to be Acted Upon – Approval of Amended Stock Option Plan” and “Particulars of Matters to be Acted Upon – Approval of Amended Restricted Share Unit Plan”.

ADDITIONAL INFORMATION

Financial information is provided in the Corporation’s audited consolidated financial statements and accompanying management’s discussion and analysis (“MD&A”) for the Fiscal Period. Copies of the audited consolidated financial statements and MD&A for the Fiscal Period are available under the Corporation’s profile on SEDAR.

Shareholders may contact the Corporation to request copies of the Corporation’s financial statements and MD&A at [email protected].

Additional information relating to the Corporation is available on the SEDAR website at www.sedar.com.

GENERAL

All matters referred to herein for approval by the shareholders require a majority of the votes cast by shareholders in person or by proxy at the Meeting.

The contents and sending of this Circular have been approved by the Board. Where information contained in this Circular rests particularly within the knowledge of a person other than the Corporation, the Corporation has relied upon information furnished by such person.

Unless otherwise stated, the information contained herein is given as of the 19^th day of May, 2022.

	By Order of the Board of Directors

		(signed) “Curt Marvis”
		Curt Marvis Chief Executive Officer

A-1

SCHEDULE “A”

QYOU MEDIA INC.

AMENDED AND RESTATED STOCK OPTION PLAN

(in “blackline” form)

(See attached)

A-2

QYOU MEDIA INC.

AMENDED AND RESTATED STOCK OPTION PLAN

Purpose

The purpose of the Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Corporation or any of its subsidiaries to achieve the longer-term objectives of the Corporation; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Corporation; and to attract to and retain in the employ of the Corporation or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Corporation.

Definitions and Interpretation

When used in this Plan, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows:

(a)

“Board” means the Board of the Corporation;

(b)

“Common Shares” means common shares in the capital of the Corporation and any shares or securities of the Corporation into which such common shares are changed, converted, subdivided, consolidated or reclassified;

(c)

“Corporation” means QYOU Media Inc. and any successor corporation and any reference herein to action by the Corporation means action by or under the authority of its Board or a duly empowered committee appointed by the Board;

(d)

“Discounted Market Price” means the last per share closing price for the Common Shares on the Exchange before the date of grant of an Option, less any applicable discount under Exchange Policies;

(e)

“Exchange” means the TSX Venture Exchange or any other stock exchange on which the Common Shares are listed;

(f)

“Exchange Policies” means the policies of the Exchange, including those set forth in the Corporate Finance Manual of the Exchange;

(g)

“Insider” has the meaning ascribed thereto in Exchange Policies;

(h)

“Option” means an option granted by the Corporation to an Optionee entitling such Optionee to acquire a designated number of Common Shares from treasury at a price determined by the Board;

(i)

“Option Period” means the period determined by the Board during which an Optionee may exercise an Option, not to exceed the maximum period permitted by the Exchange, which maximum period is ten (10) years from the date the Option is granted;

A-3

(j)

“Optionee” means a person who is a director, officer, employee, consultant or other personnel of the Corporation or a subsidiary of the Corporation; a corporation wholly-owned by such persons; or any other individual or body corporate who may be granted an option pursuant to the requirements of the Exchange, who is granted an Option pursuant to this Plan; ~~and~~

(k)

“Plan” shall mean the Corporation’s incentive stock option plan as embodied herein and as from time to time amended;

(l)

“Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, restricted share unit plan, deferred share unit plan, securities for services, stock appreciation right plan, shares for debt or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares or other securities to directors, officers or employees of, or consultants to, the Corporation or its subsidiaries, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(m)

“Trading Days” means a day when trading occurs through the facilities of the Exchange; and

(n)

“VWAP” means the volume weighted average trading price of the Common Shares on the Exchange calculated by dividing the total value by the total volume of such securities traded for the five Trading Days immediately preceding the exercise of the subject Option, subject to the proviso that the Exchange may exclude internal crosses and certain other special terms trades from the calculation.

Capitalized terms in the Plan that are not otherwise defined herein shall have the meaning set out in the Exchange Policy, including without limitation “Consultant”, “Employee”, “Director”, “Insider”, “Investor Relations Activities”, “Management Company Employee”, “Tier 1 Issuer” and “Tier 2 Issuer”.

Wherever the singular or masculine is used in this Plan, the same shall be construed as meaning the plural or feminine or body corporate and vice versa, where the context or the parties so require.

Administration

The Plan shall be administered by the Board. The Board shall have full and final discretion to interpret the provisions of the Plan and to prescribe, amend, rescind and waive rules and regulations to govern the administration and operation of the Plan. All decisions and interpretations made by the Board shall be binding and conclusive upon the Corporation and on all persons eligible to participate in the Plan, subject to shareholder approval if required by the Exchange. Notwithstanding the foregoing or any other provision contained herein, the Board shall have the right to delegate the administration and operation of the Plan to a special committee of directors appointed from time to time by the Board, in which case all references herein to the Board shall be deemed to refer to such committee.

A-4

Eligibility

The Board may at any time and from time to time designate those Optionees who are to be granted an Option pursuant to the Plan and grant an Option, to such Optionee. Subject to Exchange Policies and the limitations contained herein, the Board is authorized to provide for the grant and exercise of Options on such terms (which may vary as between Options) as it shall determine. No Option shall be granted to any person except upon recommendation of the Board. A person who has been granted an Option may, if he is otherwise eligible and if permitted by Exchange Policies, be granted an additional Option or Options if the Board shall so determine. Subject to Exchange Policies, the Corporation shall represent that the Optionee is a bona fide Employee, Consultant or Management Company Employee (as such terms are defined in Exchange Policies) in respect of Options granted to such Optionees.

Participation

Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect an Optionee’s relationship or employment with the Corporation.

Notwithstanding any express or implied term of this Plan or any Option to the contrary, the granting of an Option pursuant to the Plan shall in no way be construed as conferring on any Optionee any right with respect to continuance as a director, officer, employee or consultant of the Corporation or any subsidiary of the Corporation.

Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director or officer of or a consultant to the Corporation or any of its subsidiaries, where the Optionee at the same time becomes or continues to be a director, officer or full-time employee of or a consultant to the Corporation or any of its subsidiaries.

Options will not be granted to an officer, employee or consultant of the Corporation, unless such participant is a bona fide Officer, Employee or Consultant of the Corporation.

No Optionee shall have any of the rights of a shareholder of the Corporation in respect to Common Shares issuable on exercise of an Option until such Common Shares shall have been paid for in full and issued by the Corporation on exercise of the Option, pursuant to this Plan.

Optionees resident in the State of California should also refer to Appendix “I” of the Plan.

Common Shares Subject to Options

The number of authorized but unissued Common Shares that may be issued upon the exercise of Options granted under the Plan at any time shall not exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at any time, and such aggregate number of Common Shares shall automatically increase or decrease as the number of issued and outstanding Common Shares changes, provided that such number of unissued Common Shares issuable upon exercise of Options granted under the Plan plus the number of Common Shares reserved for issuance under all other equity incentive plans of the Corporation, including, but not limited to, the restricted share unit plan of the Corporation, shall not exceed 20% of the issued and outstanding Common Shares on a non-diluted basis at any time.

A-5

All subject to Exchange Policies, ~~this Plan shall not permit grants of Options~~the aggregate number of Common Shares issued or granted to Insiders (as a group), ~~within a~~in any 12 month period, or at any point in time, pursuant to Options granted under this Plan or Options or other entitlements granted under any other Share Compensation Arrangement shall not exceed 10% of anthe aggregate number of ~~options exceeding 10% of the issued~~ Common Shares ~~of the Corporation~~outstanding, calculated at the date an Option is granted to any Insider, unless disinterested shareholder approval is obtained. The aggregate number of Common Shares reserved for issuance to any one (1) Optionee under Options or other entitlements granted under this Plan or any other Share Compensation Arrangement granted in any 12 month period shall not exceed 5% of the issued and outstanding Common Shares determined at the date of grant. The aggregate number of Common Shares reserved for issuance to an Optionee under this Plan or any other Share Compensation Arrangement who is a Consultant in aany 12 month period shall not exceed 2% of the issued and outstanding Common Shares determined at the date of grant. The aggregate number of Shares reserved for issuance pursuant to Options granted to all persons retained to provide investor relations activities must not exceed 2% of the issued and outstanding Shares in any 12 month period, calculated on the date of grant.

Appropriate adjustments shall be made as set forth in Section 13 and Section 14 hereof, in both the number of Common Shares covered by individual grants and the total number of Common Shares authorized to be issued hereunder, to give effect to any relevant changes in the capitalization of the Corporation.

If any Option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased Common Shares subject thereto shall again be available for the purpose of the Plan.

Option Agreement

A written agreement will be entered into between the Corporation and each Optionee to whom an Option is granted hereunder, which agreement will set out the number of Common Shares subject to option, the exercise price and any other terms and conditions approved by the Board, all in accordance with the provisions of this Plan (herein referred to as the “Stock Option Agreement”). The Stock Option Agreement will be in such form as the Board may from time to time approve, and may contain such terms as may be considered necessary in order that the Option will comply with any provisions respecting options in the income tax or other laws in force in any country or jurisdiction of which the Optionee may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

A-6

Option Period and Exercise Price

Each Option and all rights thereunder shall be expressed to expire on the date set out in the respective Stock Option Agreement, which shall be the date of the expiry of the Option Period (the “Expiry Date”), subject to earlier termination as provided in Sections 10 and 11 hereof.

Subject to Exchange Policies and any limitations imposed by any relevant regulatory authority, the exercise price of an Option granted under the Plan shall be as determined by the Board when such Option is granted and shall be an amount at least equal to the Discounted Market Price of the Common Shares.

Exercise of Options

An Optionee shall be entitled to exercise an Option granted to it at any time prior to the expiry of the Option Period, subject to Sections 10 and 11 hereof and to vesting limitations which may be imposed by the Board at the time such Option is granted. Subject to Exchange Policies, the Board may, in its sole discretion, determine the time during which an Option shall vest and the method of vesting, or that no vesting restriction shall exist.

The exercise of any Option will be conditional upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Common Shares in respect of which the Option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Common Shares with respect to which the Option is being exercised unless exercised in accordance with either of the methods described under Sections 9(a) or 9(b) below if requested by an Optionee and approved by the Corporation.

(a) “Cashless Exercise” means and may be effected when the Corporation has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to an Optionee to purchase the Common Shares underlying their Options, with the brokerage firm then selling a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Optionee. Upon such a Cashless Exercise, the brokerage firm involved receives a number of Common Shares from the exercise of an Optionee’s Options to repay the loan so provided, and the Optionee receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares. Pursuant to a “Cashless Exercise” an Optionee shall deliver a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Corporation of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option. The Corporation reserves, at any and all times, the right, in the Corporation’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Optionees specified by the Corporation notwithstanding that such program or procedures may be available to other Optionees.

A-7

(b)

“Net Exercise” means, and may be effected for Optionees other than those engaged in Investor Relations Activities for the Corporation, a process whereby Options are exercised without the Optionee making any cash payment to the Corporation, such that the Corporation does not receive any cash in payment of the applicable exercise, and instead the Optionee receives only the number of Common Shares underlying the applicable Options as is equal to the quotient obtained by dividing:

(i)

the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options; by

(ii)

the VWAP of the underlying Common Shares.

For greater certainty, these methods for exercising Options shall be subject to all other provisions of the Plan, including, without limitation, Section 17.

Common Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Common Shares pursuant thereto shall comply with all relevant provisions of applicable securities law and the requirements of any stock exchange or consolidated stock price reporting system on which prices for the Common Shares are quoted at any given time. As a condition to the exercise of an Option, the Corporation may require the person exercising such Option to represent and warrant at the time of any such exercise that the Common Shares are being purchased only for investment and without any present intention to sell or distribute such Common Shares if, in the opinion of counsel for the Corporation, such a representation is required by law.

10.

Ceasing to be a Director, Officer, Employee or Consultant

Unless otherwise determined by the Board, and subject to the rules Exchange Policies, if an Optionee ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than death, the Optionee may, but only within a reasonable period, to be set out in the applicable Stock Option Agreement at the time of the grant, subject to a maximum of one (1) year following the Optionee’s ceasing to be a director, officer, employee or consultant (or 30 days in the case of an Optionee engaged in Investor Relations Activities) or prior to the expiry of the Option Period, whichever is earlier, exercise any Option held by the Optionee, but only to the extent that the Optionee was entitled to exercise the Option at the date of such cessation. For greater certainty, any Optionee who is deemed to be an employee of the Corporation pursuant to any medical or disability plan of the Corporation shall be deemed to be an employee for the purposes of the Plan.

11.

Death of Optionee

In the event of the death of an Optionee, the Option previously granted to him shall be exercisable within one (1) year following the date of the death of the Optionee or prior to the expiry of the Option Period, whichever is earlier, and then only:

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(a)

by the person or persons to whom the Optionee’s rights under the Option shall pass by the Optionee’s will or the laws of descent and distribution, or by the Optionee’s legal personal representative; and

(b)

to the extent that the Optionee was entitled to exercise the Option at the date of the Optionee’s death.

12.

Optionee’s Rights Not Transferable

No right or interest of any Optionee in or under the Plan is assignable or transferable, in whole or in part, either directly or by operation of law or otherwise in any manner except by bequeath or the laws of descent and distribution, subject to the requirements of the Exchange, or as otherwise allowed by the Exchange.

Subject to the foregoing, the terms of the Plan shall bind the Corporation and its successors and assigns, and each Optionee and his heirs, executors, administrators and personal representatives.

13.

Takeover or Change of Control

~~The~~Subject to the prior approval of the Exchange, the Corporation shall have the power, in the event of:

(a)

any disposition of all or substantially all of the assets of the Corporation, or the dissolution, merger, amalgamation or consolidation of the Corporation with or into any other corporation or of such corporation into the Corporation, or

(c)

any change in control of the Corporation,

to make such arrangements as it shall deem appropriate for the exercise of outstanding Options or continuance of outstanding Options, including without limitation, to amend any Stock Option Agreement to permit the exercise of any or all of the remaining Options prior to the completion of any such transaction. If the Corporation shall exercise such power, the Option shall be deemed to have been amended to permit the exercise thereof in whole or in part by the Optionee at any time or from time to time as determined by the Corporation prior to the completion of such transaction.

For greater certainty, subject to Exchange Policies, any acceleration of vesting terms of Options granted to persons retained to provide investor relations activities shall be subject to the prior approval of the Exchange, whether or not made in the context of a transaction described in the foregoing section.

14.

Anti-Dilution of the Option

In the event of:

(a)

any subdivision, redivision or change of the Common Shares at any time during the term of the Option into a greater number of Common Shares, the Corporation shall deliver, at the time of any exercise thereafter of the Option, such number of Common Shares as would have resulted from such subdivision, redivision or change if the exercise of the Option had been made prior to the date of such subdivision, redivision or change;

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(b)

any consolidation or change of the Common Shares at any time during the term of the Option into a lesser number of Common Shares, the number of Common Shares deliverable by the Corporation on any exercise thereafter of the Option shall be reduced to such number of Common Shares as would have resulted from such consolidation or change if the exercise of the Option had been made prior to the date of such consolidation or change;

(c)

any reclassification of the Common Shares at any time outstanding or change of the Common Shares into other shares, or in case of the consolidation, amalgamation or merger of the Corporation with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares), or in case of any transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another corporation, at any time during the term of the Option, the Optionee shall be entitled to receive, and shall accept, in lieu of the number of Common Shares to which he was theretofore entitled upon exercise of the Option, the kind and amount of shares and other securities or property which such holder would have been entitled to receive as a result of such reclassification, change, consolidation, amalgamation, merger or transfer if, on the effective date thereof, he had been the holder of the number of Common Shares to which he was entitled upon exercise of the Option.

Adjustments shall be made successively whenever any event referred to in this section shall occur and any adjustments made in connection with Section 14(c) shall be subject to the prior approval of the Exchange. For greater certainty, the Optionee shall pay for the number of shares, other securities or property as aforesaid, the amount the Optionee would have paid if the Optionee had exercised the Option prior to the effective date of such subdivision, redivision, consolidation or change of the Common Shares or such reclassification, consolidation, amalgamation, merger or transfer, as the case may be.

15.

Costs

The Corporation shall pay all costs of administering the Plan.

16.

Termination and Amendment

(a)

~~The~~Subject to Exchange Policies, the Board may amend or terminate this Plan or any outstanding Option granted hereunder at any time without the approval of the shareholders of the Corporation or any Optionee whose Option is amended or terminated, as the case may be, in order to (i) fix any typographical errors, (ii) make any necessary amendments for the Options to qualify for favourable treatment under applicable tax laws, and (iii) amend any existing provisions of this Plan that do not alter the scope, nature and intent of such provisions, including to conform this Plan or such Option, as the case may be, to applicable law or regulation or the requirements of the Exchange or any relevant regulatory authority, whether or not such amendment or termination would affect any accrued rights~~, subject to the approval of the Exchange or such regulatory authority~~.

(b)

The Board may amend or terminate this Plan or any outstanding Option granted hereunder for any reason other than the reasons set forth in Section 16(a) hereof, subject to the approval of the Exchange or any relevant regulatory authority and the approval of the shareholders of the Corporation if required by the Exchange or such regulatory authority. Subject to Exchange Policies, disinterested shareholder approval will be obtained for any reduction in the exercise price of an Option or an extension to the Expiry Date if the Optionee is an Insider of the Corporation at the time of the proposed amendment. No such amendment or termination will, without the consent of an Optionee, alter or impair any rights which have accrued to him prior to the effective date thereof.

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(c)

The Plan, and any amendments thereto, shall be subject to acceptance and approval by the Exchange. Any Options granted prior to such approval and acceptance shall be conditional upon such approval and acceptance being given and no such Options may be exercised unless and until such approval and acceptance are given.

17.

Withholding Tax

Upon exercise of an Option, the Optionee will, upon notification of the amount due and prior to or concurrently with the delivery of the certificates representing the Common Shares, pay to the Corporation amounts necessary to satisfy applicable withholding tax requirements or will otherwise make arrangements satisfactory to the Corporation for such requirements. In order to implement this provision, the Corporation or any related corporation will have the right to retain and withhold from any payment of cash or Common Shares under the Plan the amount of taxes required to be withheld or otherwise deducted and paid in respect of such exercise. At its discretion, the Corporation may require an Optionee receiving Common Shares upon the exercise of an Option to reimburse the Corporation for any such taxes required to be withheld by the Corporation and withhold any distribution to the Optionee in whole or in part until the Corporation is so reimbursed. In lieu thereof, the Corporation will have the right to withhold from any cash amount due or to become due from the Corporation to the Optionee an amount equal to such taxes. The Corporation may also retain and withhold or the Optionee may elect, subject to approval by the Corporation at its sole discretion, to have the Corporation retain and withhold a number of Common Shares having a market value not less than the amount of such taxes required to be withheld by the Corporation to reimburse the Corporation for any such taxes and cancel (in whole or in part) any such Common Shares issuable upon exercise of an Option so withheld.

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18.

Applicable Law

This Plan shall be governed by, administered and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

19.

Prior Plans

On the effective date (as set out in Section 20 hereof), subject to Exchange approval and, if required, shareholder approval:

(a)

the Plan shall entirely replace and supersede prior stock option plans, if any, enacted by the Corporation; and

(b)

all outstanding options shall be deemed to be granted pursuant to the Plan.

20.

Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be ~~December 28~~May 19, ~~2017~~2022, upon receipt of all necessary shareholder and regulatory approvals.

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APPENDIX “I”

CALIFORNIA RESIDENTS

(for California residents only, to the extent required by
California Corporations Code Section 25102(o))

This Appendix “I” to the foregoing Stock Option Plan shall apply only to the Participants who are residents of the State of California and who are receiving an Option under the Plan in reliance on California Corporations Code Section 25102(o) only. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Plan. Notwithstanding any provisions contained in the Plan or the Plan to the contrary and to the extent required by applicable laws, the following terms shall apply to the Option granted to the Participant as a resident of the State of California, until the earlier to occur of (i) such time as the Board amends this Appendix “I” or (ii) at such time as the Board otherwise provides.

(a) Unless determined otherwise by the Board, the Option may not be sold, pledged, assigned, hypothecated, or otherwise transferred in any manner other than by will or by the laws of descent and distribution, and may be exercised, during the lifetime of the Participant, only by the Participant. If the Board makes an Option transferable, such Option may only be transferred (i) by will, (ii) by the laws of descent and distribution, (iii) to a revocable trust, or (iv) as permitted by Rule 701 of the Securities Act.

(b) If the Participant ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries for any reason other than (i) a termination for Cause (as hereinafter defined); (ii) death; or (iii) permanent and total disability, the Participant may exercise his, her or its Option prior to the Expiration Date and within such period of time as specified by the Board, which period shall not be less than thirty (30) days following the Participant’s ceasing to be a director, officer, employee or consultant, but only to the extent that the Participant was entitled to exercise the Option at the date of such cessation. “Cause” shall mean, as determined by the Board, unless otherwise provided in an applicable agreement between the Participant and the Corporation: (i) negligence or wilful misconduct by a Participant in connection with the performance of duties; (ii) a commission by a Participant of a criminal offence; or (iii) material breach by a Participant of any term of any employment, consulting or other services, confidentiality, intellectual property, non-competition or non-solicitation agreement between the Participant and the Corporation or a subsidiary.

(c) If the Participant ceases to be a director, officer, employee or consultant of the Corporation or its subsidiaries prior to the Expiration Date by reason of the Participant’s permanent and total disability, the Participant may exercise his or her Option within such period of time as specified by the Board, which period shall not be less than six (6) months following the date of the Participant’s ceasing to be a director, officer, employee or consultant, to the extent such Option is exercisable on the date of such cessation (but in no event later than the Expiration Date).

(d) No Option shall be granted, nor shall any Optioned Shares be issued upon the exercise, vesting or settlement of any Option, to a resident of the State of California more than ten (10) years after the earlier of the date of adoption of the Plan or the date the Plan is approved by the Corporation’s shareholders.

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(e) In the event of a share split, reverse share split, share dividend, recapitalization, combination, reclassification or other distribution of the Corporation’s equity securities without the receipt of consideration by the Corporation, of or on the Common Shares, the Board will make a proportionate adjustment of the number of Optioned Shares purchasable pursuant to the Option and the exercise price thereof under the Option; provided, however, that the Board will make such proportionate adjustments to the Option in the event of or as required by Section 25102(o) of the California Corporations Code to the extent the Corporation is relying upon the exemption afforded thereby with respect to the Option.

(f) The Board shall have the authority to amend this Appendix “I” in accordance with the terms of the Plan.

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SCHEDULE “B”

QYOU MEDIA INC.

AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN

(in “blackline” form)

(See attached)

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QYOU MEDIA INC.

AMENDED AND RESTATED RESTRICTED SHARE UNIT PLAN

ARTICLE 1
DEFINITIONS AND INTERPRETATION

1.1 Purpose

This Restricted Share Unit Plan is established as a method by which equity-based incentives may be awarded to the senior officers, directors, employees, and consultants of QYOU Media Inc. (the “Corporation”) to recognize and reward their significant contributions to the long-term success of the Corporation and to align their interests more closely with the shareholders of the Corporation.

1.2 Definitions

For the purposes of this Plan, the following terms shall have the following meanings:

(a)

“Affiliate” has the meaning ascribed thereto by the Exchange;

(b)

“Board” means the Board of Directors of the Corporation or, as applicable, a committee consisting of not less than 3 Directors of the Corporation duly appointed to administer this Plan;

(c)

“Change of Control” includes

(i)

the acquisition by any persons “acting jointly or in concert” (as determined by the Securities Act (Ontario)), whether directly or indirectly, of voting securities of the Corporation that, together with all other voting securities of the Corporation held by such persons, constitute in the aggregate more than 50% of all outstanding voting securities of the Corporation,

(ii)

an amalgamation, merger, arrangement or other form of business combination of the Corporation with another corporation that results in the holders of voting securities of that other corporation holding, in the aggregate, more than 50% of all outstanding voting securities of the corporation resulting from the business combination,

(iii)

the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Corporation or to a related entity, or

(iv)

any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole discretion;

(d)

“common share” means a common share in the capital of the Corporation;

(e)

“Corporation” means QYOU Media Inc. and its successors and assigns;

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(f)

“Disinterested Shareholder” means a holder of common shares that is not an Eligible Person nor an associate (as defined in the Securities Act (Ontario)) of an Eligible Person;

(g)

“Dividend” means a dividend declared and payable on a common share in accordance with the Corporation’s dividend policy as the same may be amended from time to time (an “Ordinary Dividend”), and may, in the discretion of the Board, include a special or stock dividend (a “Special Dividend”), and may, in the discretion of the Board, include a Special Dividend declared and payable on a common share;

(h)

“Eligible Person” means senior officers, directors, employees, and consultants of the Corporation, but shall not include a person performing Investor Relations Activities;

(i)

“Exchange” means, collectively, the TSXV, any successor thereto and any other stock exchange or trading facilities through which the common shares trade or are quoted from time to time;

(j)

“Fair Market Value” means the closing price of the common shares on the Exchange on the Business Day immediately prior to the Redemption Date or, if the common shares are not listed on the Exchange, then on such other stock exchange or quotation system as may be selected by the Board, provided that, if the common shares are not listed or quoted on any other stock exchange or quotation system, then the Fair Market Value will be the value determined by the Board in its sole discretion acting in good faith, provided that in all circumstances, notwithstanding the foregoing, the Board may in its sole discretion acting in good faith determine the Fair Market Value using such other method as it deems appropriate in the circumstances;

(k)

“Grant Date” means any date determined from time to time by the Board as a date on which a grate of Restricted Share Units will be made to one or more Eligible Persons under this Plan;

(l)

“Insider” means an “Insider” as defined in the TSXV Policies;

(m)

“Investor Relations Activities” has the meaning as defined in the TSXV Policies;

(n)

“Plan” means this Restricted Share Unit Plan, as amended from time to time;

(o)

“Redemption Date” in respect of any Restricted Share Unit means the third anniversary of the Grant Date on which such Restricted Share Unit was granted to the Eligible Person, unless (i) an earlier date has been established or approved by the Board as the Redemption Date in respect of such Restricted Share Unit in order to create a staggered vesting scheme for a grant or for any other reason as the Board may determine, or (ii) Section 3.6, 4.1, 4.2, 6.2 is applicable, in which case the Redemption Date in respect of such Restricted Share Unit shall be the date established as such in accordance with the applicable Section; provided that, notwithstanding any other provision hereof, in no event will the Redemption Date in respect of any Restricted Share Unit be after the end of the calendar year which is three years following the end of the year in which services to which the grant of such Restricted Share Unit relates were performed by the Eligible Person to whom such Restricted Share Unit was granted;

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(p)

“Reorganization” means any declaration of any stock dividend (other than a Special Dividend in respect of which the Board, in its discretion, determines that Eligible Persons are to be paid a cash amount pursuant to Section 3.4), stock split, security consolidation, combination or exchange of shares, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin- off or other distribution (other than Ordinary Dividends) of the Corporation’s assets to shareholders or any other similar corporate transaction or event which the Board determines affects the common shares such that an adjustment is appropriate to prevent dilution or enlargement of the rights of Eligible Persons under this Plan;

(q)

“Restricted Share Unit” means one notional common share (without any of the attendant rights of a shareholder of such common share, including, without limitation, the right to vote such common share and the right to receive dividends thereon, except to the extent otherwise specifically provided herein) credited by bookkeeping entry to a notional account maintained by the Corporation in respect of an Eligible Person in accordance with this Plan;

(r)

“Share Compensation Arrangement” means a stock option, stock option plan, employee stock purchase plan, restricted share unit plan, deferred share unit plan, securities for services, stock appreciation right plan, shares for debt or any other compensation or incentive mechanism involving the issuance or potential issuance of common shares or other securities to directors, officers or employees of, or consultants to, the Corporation or its subsidiaries, including a share purchase from treasury which is financially assisted by the Corporation by way of a loan, guarantee or otherwise;

(s)

~~(r)~~ “Subsidiary” has the meaning set out in the Securities Act (Ontario);

(t)

~~(s)~~ “TSXV” means the TSX Venture Exchange; and

(u)

~~(t)~~ “TSXV Policies” means the policies included in the TSXV Corporate Finance Manual and “TSXV Policy” means any one of them.

1.3 Effective Date

This Plan shall be effective as of March 5, 2020, provided that no common shares may be issued under this Plan until and unless all required Exchange, regulatory, and shareholder approvals have been obtained with respect to the issuance of Restricted Share Units and common shares hereunder.

1.4 Governing Law; Subject to Applicable Regulatory Rules

This Plan shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The provisions of this Plan shall be subject to the applicable by-laws, rules and policies of the Exchange and applicable securities legislation.

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ARTICLE 2
ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

This Plan applies to those persons qualifying as Eligible Persons for a grant of Restricted Share Units pursuant to Section 3.1. Restricted Share Units will not be granted to an employee, consultant or management company employee unless such participant is a bona fide employee, consultant or management company employee pursuant to TSXV Policies.

2.2 Rights Under this Plan

Subject to Sections 4 and 5, an Eligible Person granted Restricted Share Units shall continue to have rights in respect of such Restricted Share Units until such Restricted Share Units have been redeemed for cash or common shares or terminated without vesting in accordance with this Plan.

2.3 Copy of this Plan

The Corporation shall provide each Eligible Person with a copy of this Plan following the initial grant of Restricted Share Units to such Eligible Person and with a copy of all amendments to this Plan.

2.4 Limitation on Rights

(a)

Nothing in this Plan shall confer on any person any right to be designated as an Eligible Person or to be granted any Restricted Share Units.

(b)

There is no obligation for uniformity of treatment of Eligible Persons or any group of Eligible Persons, whether based on salary or compensation, grade or level or organizational position or level or otherwise.

(c)

A grant of Restricted Share Units to an Eligible Person on one or more Grant Dates shall not be construed to create a right to a grant of Restricted Share Units on a subsequent Grant Date.

2.5 Grant Agreements

(a)

Each grant of Restricted Share Units shall be evidenced by a written agreement executed by the Eligible Person in such form as the Board may from time to time approve, and may contain such terms as may be considered necessary in order that the Restricted Share Unit(s) will comply with any provisions respecting such Restricted Share Units in the income tax or other laws in force in any country or jurisdiction of which the Eligible Person may from time to time be a resident or citizen or the rules of any regulatory body having jurisdiction over the Corporation.

(b)

An Eligible Person will not be entitled to any grant of Restricted Share Units or any benefit of this Plan unless the Eligible Person agrees with the Corporation to be bound by the provisions of this Plan.

(c)

By entering into an agreement described in this Section 2.5, each Eligible Person shall be deemed conclusively to have accepted and consented to all terms of this Plan and all bona fide actions or decisions made by the Board. Such terms and consent shall also apply to and be binding on the legal representative, beneficiaries, heirs and successors of each Eligible Person.

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2.6 Limits on common shares Issuable on Exercise

The aggregate maximum number of common shares reserved for issuance under this Plan is ~~26,155,604~~40,829,380 common shares, subject to any adjustment under Section 3.5 hereof or as required by TSXV Policies, or such greater number of common shares as may be permitted by TSXV Policies upon being duly approved by the Board and, if required by TSXV Policies, by the shareholders of the Corporation provided that such number of unissued common shares issuable upon the vesting of Restricted Shares Units under this Plan and all other Share Compensation Arrangements of the Corporation, including, but not limited to, the stock option plan of the Corporation, shall not exceed 20% of the issued and outstanding common shares on a non-diluted basis at any time. The number of common shares subject to any Restricted Share Unit (or any portion thereof) that has expired or is forfeited, surrendered, cancelled or otherwise terminated, shall, in each case, automatically become available to be made the subject of new Restricted Share Units under the Restricted Share Unit Plan.

All subject to TSXV Policies, the aggregate number of common shares issued or granted to Insiders (as a group), in any 12 month period or at any point in time, pursuant to Restricted Share Units granted under this Plan or Restricted Share Units or other entitlements granted under any other Share Compensation Arrangement shall not exceed 10% of the aggregate number of common shares outstanding, calculated at the date a Restricted Share Unit is granted to any Insider, unless disinterested shareholder approval is obtained. The aggregate number of common shares reserved for issuance to any one (1) Eligible Person under Restricted Share Units or other entitlements granted under this Plan or any other Share Compensation Arrangement in any 12 month period shall not exceed 5% of the issued and outstanding common shares determined at the Grant Date. The aggregate number of common shares reserved for issuance to an Eligible Person who is a consultant in a 12 month period shall not exceed 2% of the issued and outstanding common shares determined at the Grant Date.

2.7 No Fractional common shares

No fractional common shares may be issued under this Plan.

ARTICLE 3
RESTRICTED SHARE UNITS

3.1 Grant of Restricted Share Units

On each Grant Date, the Board, in its sole discretion, shall designate Eligible Persons and determine the number and vesting of Restricted Share Units to be granted to each Eligible Person. Such grants may have one or more Redemption Dates in order to allow for different vesting dates of the Restricted Share Units. Other than in accordance with Section 4, no Restricted Share Units shall vest before the date that is one year following the date the Restricted Share Units are granted.

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3.2 Redemption of Restricted Share Units

(a)

Unless redeemed earlier in accordance with this Plan, the Restricted Share Units of each Eligible Person will be redeemed within 30 days after each applicable Redemption Date for cash equal to the Fair Market Value of a Restricted Share Unit (net of any applicable statutory withholdings) on the Redemption Date or an equal number of common shares, as determined by the Board at the time of granting of the Restricted Share Units.

(b)

If the Board determines that any Restricted Share Units are to be redeemed for common shares, the Eligible Person will be entitled to receive and the Corporation will issue to the Eligible Person an equal number of common shares (net of any applicable statutory withholdings) that have vested on the Redemption Date.

3.3 Compliance with Tax Requirements

(a)

Each Eligible Person (or the heirs and legal representatives of the Eligible Person) shall bear any and all income or other tax imposed on amounts paid to the Eligible Person (or the heirs and legal representatives of the Eligible Person) under this Plan.

(b)

In taking any action hereunder, or in relation to any rights hereunder, the Corporation and each Eligible Person shall comply with all provisions and requirements of any income tax, pension plan, or employment or unemployment insurance legislation or regulations of any jurisdiction which may be applicable to the Corporation or Eligible Person, as the case may be.

(c)

The Corporation shall have the right to deduct from all payments made to the Eligible Persons in respect of the Restricted Share Units, whether in cash or common shares, any federal, provincial, local, foreign or other taxes, Canadian Pension Plan, Employment Insurance or other deductions required by law to be withheld with respect to such payments. The Corporation may take such other action as the Board may consider advisable to enable the Corporation and any Eligible Person to satisfy obligations for the payment of withholding or other tax obligations relating to any payment to be made under this Plan.

(d)

If the Board so determines, the Corporation shall have the right to require, prior to making any payment under this Plan, payment by the recipient of the excess of any applicable Canadian or foreign federal, provincial, state, local or other taxes over any amounts withheld by the Corporation, in order to satisfy the tax obligations in respect of any payment under this Plan. If the Corporation does not withhold from any payment, or require payment of an amount by a recipient, sufficient to satisfy all income tax obligations, the Eligible Person shall make reimbursement, on demand, in cash, of any amount paid by the Corporation in satisfaction of any tax obligation. Notwithstanding any other provision hereof, in taking such action hereunder, the Board shall endeavour to ensure that the payments to be made hereunder will not be subject to the “salary deferral arrangement” rules under the Income Tax Act (Canada), as amended, or income tax legislation of any other jurisdiction.

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3.4 Payment of Dividend Equivalents

When Dividends are paid on common shares, an Eligible Person shall be credited with Dividend equivalents in respect of the Restricted Share Units credited to the Eligible Person’s account as of the record date for payment of Dividends. Such Dividend equivalents shall be converted into additional Restricted Share Units (including fractional Restricted Share Units) based on the Fair Market Value per common share on the date credited. For greater certainty, such Restricted Share Units resulting from the conversion of Dividend equivalents will be included in the number of outstanding Restricted Share Units for the purposes of Section 2.6.

3.5 Adjustments

(a)

IfSubject to the prior approval of the TSXV, if required, if any change occurs in the outstanding common shares by reason of a Reorganization, the Board, in its sole discretion, and without liability to any person, shall make such equitable changes or adjustments, if any, as it considers appropriate, in such manner as the Board may consider equitable, to reflect such change or event including, without limitation, adjusting the number of Restricted Share Units credited to Eligible Persons and outstanding under this Plan, provided that any such adjustment will not otherwise extend the Redemption Date otherwise applicable.

(b)

The Corporation shall give notice to each Eligible Person of any adjustment made pursuant to this section and, upon such notice, such adjustment shall be conclusive and binding for all purposes.

(c)

The existence of outstanding Restricted Share Units shall not affect in any way the right or power and authority of the Corporation or its shareholders to make or authorize any alteration, recapitalization, reorganization or any other change in the Corporation’s capital structure or its business or any merger or consolidation of the Corporation, any issue of bonds, debentures or preferred or preference shares (ranking ahead of the common shares or otherwise) or any right thereto, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of its assets or business or any corporate act or proceeding whether of a similar character or otherwise.

3.6 Offer for common shares – Change of Control

Notwithstanding anything else herein to the contrary but subject to prior approval of the Exchange, if required, the Corporation shall redeem, in the event an Eligible Person is terminated within six (6) months of a Change of Control, 100% of the Restricted Share Units granted to such Eligible Person and outstanding under this Plan as soon as reasonably practical, but no later than 30 days following the Redemption Date for an equal number of common shares. For the purposes of this Section 3.6, the Redemption Date shall be the date on which such Eligible Person was terminated following the Change of Control.

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ARTICLE 4
EVENTS AFFECTING ENTITLEMENT

4.1 Termination of Employment

If an Eligible Person ceases to hold such status for any reason (excluding death), all of the former Eligible Person’s Restricted Share Units which have vested at the time of such cessation shall be redeemed for cash at the Fair Market Value of a Restricted Share Unit on the Redemption Date (net of any statutory withholdings), an equal number of common shares or a combination of cash and common shares as may be determined by the Board, in its sole discretion, and the remainder shall be cancelled. No amount shall be paid by the Corporation to the Eligible Person in respect of the Restricted Share Units so cancelled. For the purposes of this Section 4.1, the Redemption Date shall be the date on which the employment or retainer of the Eligible Person is terminated irrespective of any entitlement of the former Eligible Person to notice, pay in lieu of notice or benefits beyond the termination date.

4.2 Death

All of the Restricted Share Units, whether vested or not, of an Eligible Person who dies shall immediately vest and be redeemed in accordance with Section 3.2. For the purposes of the foregoing, the Redemption Date shall be the date of the Eligible Person’s death.

4.3 No Grants Following Last Day of Active Employment

(a)

In the event of termination of any Eligible Person’s employment with the Corporation, such Eligible Person shall not be granted any Restricted Share Units pursuant to Section 3.1 after the last day of active employment of such Eligible Person. Without limiting the generality of the foregoing and of Section 2.4, notwithstanding any other provision hereof or any provision of any employment agreement between any Eligible Person and the Corporation, no Eligible Person will have any right to be awarded additional Restricted Share Units, and shall not be awarded any Restricted Share Units, pursuant to Section 3.1 after the last day of active employment of such Eligible Person on which such Eligible Person actually performs the duties of the Eligible Person’s position, whether or not such Eligible Person receives a lump sum payment of salary or other compensation in lieu of notice of termination, or continues to receive payment of salary, benefits or other remuneration for any period following such last day of active employment.

(b)

Notwithstanding any other provision hereof, or any provision of any employment agreement between the Corporation and an Eligible Person, in no event will any Eligible Person have any right to damages in respect of any loss of any right to be awarded Restricted Share Units pursuant to Section 3.1 after the last day of active employment of such Eligible Person and no severance allowance, or termination settlement of any kind in respect of any Eligible Person will include or reflect any claim for such loss of right and no Eligible Person will have any right to assert, claim, seek or obtain, and shall not assert, claim, seek or obtain, any judgment or award in respect of or which includes or reflects any such right or claim for such loss of right.

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ARTICLE 5
ADMINISTRATION

5.1 Transferability

Rights respecting Restricted Share Units shall not be transferable or assignable other than by will or the laws of descent and distribution.

5.2 Administration

(a)

The Board shall, in its sole and absolute discretion, but subject to applicable corporate, securities and tax law requirements:

(i)

interpret and administer this Plan;

(ii)

establish, amend and rescind any rules and regulations relating to this Plan; and

(iii)

make any other determinations that the Board deems necessary or desirable for the administration and operation of this Plan.

(b)

The Board may delegate to any person any administrative duties and powers under this Plan.

(c)

The Board may correct any defect or supply any omission or reconcile any inconsistency in this Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable.

(d)

Any decision of the Board with respect to the administration and interpretation of this Plan shall be conclusive and binding on the Eligible Person and his or her legal representative.

(e)

The Board may establish policies respecting minimum ownership of common shares of the Corporation by Eligible Persons and the ability to elect Restricted Share Units to satisfy any such policy.

5.3 Records

The Corporation will maintain records indicating the number of Restricted Share Units credited to an Eligible Person under this Plan from time to time and the Grant Dates of such Restricted Share Units. Such records shall be conclusive as to all matters involved in the administration of this Plan.

5.4 Statements

Upon request, the Corporation shall furnish annual statements to each Eligible Person indicating the number of Restricted Share Units credited to the Eligible Person and the Grant Dates of the Restricted Share Units and such other information that the Corporation considers relevant to the Eligible Person.

5.5 Legal Compliance

Without limiting the generality of the foregoing, the Board may take such steps and require such documentation from Eligible Persons as the Board may determine are desirable to ensure compliance with all applicable laws and legal requirements, including all applicable corporate and securities laws and regulations of any country, and any political subdivisions thereof, and the rules, regulations and requirements of the Exchange and any applicable provisions of the Income Tax Act (Canada), as amended or income tax legislation or any other jurisdiction.

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ARTICLE 6
AMENDMENT AND TERMINATION

6.1 Amendment

(a)

The Board reserves the right, in its sole discretion, to amend, suspend or terminate this Plan or any portion thereof at any time, subject to and in accordance with applicable legislation and TSXV Policies, without obtaining the approval of shareholders. Notwithstanding the foregoing, the Corporation shall be required to obtain Disinterested Shareholder approval for any amendment related to:

(i)

the number or percentage of issued and outstanding common shares available for grant under this Plan;

(ii)

a change in the method of calculation of redemption of Restricted Share Units held by Eligible Persons; and

(iii)

an extension to the term for redemption of Restricted Share Units held by Eligible Persons.

(b)

Subject to TSXV Policies, unless an Eligible Person otherwise agrees, any amendment to this Plan or Restricted Share Unit shall apply only in respect of Restricted Share Units granted on or after the date of such amendment.

(c)

Subject to TSXV Policies, without limiting the generality of the foregoing, the Board may make the following amendments to this Plan, without obtaining shareholder approval, provided that such amendments do not alter the scope, nature and intent of the Plan:

(i)

amendments to the terms and conditions of this Plan necessary to ensure that this Plan complies with the applicable regulatory requirements, including the rules of the Exchange;

(ii)

amendments to the provisions of this Plan respecting administration of this Plan;

(iii)

amendments to the provisions of this Plan to clarify existing provisions that do not have the effect of altering the scope, nature and intent of such provisions;

(iv)

amendments necessary for Restricted Share Units to qualify for favourable tax treatment under applicable laws;

(v)

~~(iv)~~ amendments to the provisions of this Plan respecting the terms and conditions on which Restricted Share Units may be granted pursuant to this Plan, including the provisions relating to the payment of the Restricted Share Units; and

(vi)

~~(v)~~ amendments to this Plan that are ministerial or administrative, including fixing typographical errors.

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6.2 Termination of this Plan

(a)

The Board may from time to time amend or suspend this Plan in whole or in part and may at any time terminate this Plan. No such amendment, suspension or termination shall adversely affect the rights of any Eligible Person at the time of such amendment, suspension or termination with respect to outstanding and unredeemed Restricted Share Units credited to such Eligible Person without the consent of the affected Eligible Person.

(b)

If the Board terminates this Plan, no new Restricted Share Units will be awarded to any Eligible Person, but outstanding and unredeemed previously credited Restricted Share Units shall remain outstanding, be entitled to payments as provided under Section 3.4, and be paid in accordance with the terms and conditions of this Plan existing at the time of termination.

(c)

This Plan will finally cease to operate for all purposes when the last remaining Eligible Person receives a payment in satisfaction of all outstanding and unredeemed Restricted Share Units credited to such Eligible Person, or all outstanding and unredeemed Restricted Share Units credited to such Eligible Person are cancelled pursuant to the provisions thereof.

ARTICLE 7

GENERAL

7.1 Rights to common shares

(a)

This Plan shall not be interpreted to create any entitlement of any Eligible Person to any common shares, or to the dividends payable pursuant thereto, except as expressly provided herein.

(b)

A holder of Restricted Share Units shall not have rights as a shareholder of the Corporation with respect to any common shares which may be issuable pursuant to the Restricted Share Units so held, whether voting, right on liquidation or otherwise.

7.2 No Right to Employment

(a)

This Plan shall not be interpreted as an employment agreement.

(b)

Nothing in this Plan nor any Board guidelines or any agreement referred to in Section 2.5 nor any action taken hereunder shall be construed as giving any Eligible Person the right to be retained in the continued employ or service of the Corporation or any of its subsidiaries, or giving any Eligible Person or any other person the right to receive any benefits not specifically expressly provided in this Plan nor shall it interfere in any way with any other right of the Corporation to terminate the employment or service of any Eligible Person at any time.

7.3 Right to Funds

(a)

Neither the establishment of this Plan nor the granting of Restricted Share Units under this Plan shall be deemed to create a trust.

(b)

Amounts payable to any Eligible Person under this Plan shall be a general, unsecured obligation of the Corporation.

(c)

The right of an Eligible Person to receive payment pursuant to this Plan shall be no greater than the right of other unsecured creditors of the Corporation.

7.4 Successors and Assigns

This Plan shall be binding on all successors and assigns of the Corporation and an Eligible Person, including without limitation, the estate of such Eligible Person and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s or Eligible Person’s creditors.

7.5 Severability

If any provision of this Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof.

7.6 Effective Date

This Plan shall become effective as of and from, and the effective date of the Plan shall be May 19, 2022, upon receipt of all necessary shareholder and regulatory approvals.

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SCHEDULE “C”

AMENDED AND RESTATED BY-LAW NO. 1

(in “blackline” form)

(See attached)

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QYOU MEDIA INC.

(the “Corporation”)

AMENDED AND RESTATED

BY-LAW NO. 1-A

A by-law relating generally to the transaction of the business and affairs of the Corporation.

CONTENTS

Article One	-	Interpretation
Article Two	-	Business of the Corporation
Article Three	-	Borrowing and Debt Obligations
Article Four	-	Directors
Article Five	-	Committees
Article Six	-	Officers
Article Seven	-	Protection of Directors, Officers and Others
Article Eight	-	Shares
Article Nine	-	Dividends and Rights
Article Ten	-	Meetings of Shareholders
Article Eleven	-	Notices
Article Twelve	-	Forum Selection
Article Thirteen	-	Effective Date

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BE IT ENACTED as a by-law of the Corporation as follows:

ARTICLE ONE

INTERPRETATION

1.01 Definitions. In the by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Business Corporations Act (Ontario) and any statute that may be substituted therefor, as from time to time amended;

“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory in Canada, as from time to time amended, the written rules, regulations and forms made or promulgated under any such legislation and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each province or territory of Canada;

“appoint” includes “elect” and vice versa;

“articles” means the articles of continuance of the Corporation, as from time to time amended or restated;

“board” means the board of directors of the Corporation and “director” means a member of the board;

“by-laws” means this by-law and all other by-laws of the Corporation from time to time in force and effect;

“cheque” includes a bank draft;

“close of business” means 5:00 p.m. (Toronto time) on a business day in the City of Toronto;

“day” means a clear day and a period of days shall be deemed to commence on the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or a holiday;

“Director Nominations” means the nomination of one or more individuals for the election of directors to the board made (a) by or at the direction of the board in a notice of meeting or any supplement thereto; (b) before the meeting by or at the direction of the board; or (c) by a shareholder of the Corporation in accordance with sections 10.24(b) to 10.24(e);

“meeting of shareholders” includes an annual meeting of shareholders, a special meeting of shareholders and an annual and special meeting of shareholders;

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“NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;

“non-business day” means Saturday, Sunday and any other day that is a holiday as defined in the Legislation Act (Ontario), as from time to time amended;

“ordinary resolution” means a resolution that is (i) submitted to a meeting of the shareholders of a corporation and passed, with or without amendment, at the meeting by at least a majority of the votes cast; or (ii) signed by all of the shareholders entitled to vote on that resolution;

“person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator, or other legal representative;

“Public Announcement” means disclosure in (i) a press release reported in a national news service in Canada or (ii) a document publicly filed by the Corporation or its transfer agent and registrar under the Corporation’s profile on the System for Electronic Document Analysis and Retrieval at www.sedar.com;

“recorded address” means (i) in the case of a shareholder, the address of the shareholder as recorded in the securities register; (ii) in the case of joint shareholders the address appearing in the securities register in respect of such joint holding or the first address so appearing if there are more than one; (iii) in the case of an officer, auditor or member of a committee of the board, the latest address as recorded in the records of the Corporation; and (iv) in the case of a director, the latest address as recorded in the records of the Corporation or in the most recent notice filed under the Corporations Information Act (Ontario), whichever is more current;

~~“resident Canadian" means an individual who is:~~

~~(a)~~

~~a Canadian citizen ordinarily resident in Canada;~~

~~(b)~~

~~a Canadian citizen not ordinarily resident in Canada who is a member of a class of persons prescribed in the regulations to the Act, or~~

~~(c)~~

~~a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada;~~

“signing officer” means, in relation to any instrument, any person authorized to sign the instrument on behalf of the Corporation by or pursuant to section 2.05;

“special meeting of shareholders” includes a meeting of any class, classes or series of shareholders and a special meeting of all shareholders entitled to vote at an annual meeting of shareholders;

“special resolution” means a resolution (i) passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution; or (ii) signed by all the shareholders entitled to vote on that resolution; and

“unanimous shareholder agreement” means either (i) a lawful written agreement among all the shareholders of the Corporation, or among all the shareholders and one or more persons who are not shareholders, or (ii) a written declaration of the registered owner of all of the issued shares of the Corporation; in each case, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the business and affairs of the Corporation, as from time to time amended.

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1.02 Interpretation. Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein.

1.03 Number. Words importing the singular number include the plural and vice versa.

1.04 Gender. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

1.05 Headings. Headings are inserted in this by-law for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

1.06 Conflict with Unanimous Shareholder Agreement. Where any provision in the by-laws conflicts with any provision of any unanimous shareholder agreement, the provision of such unanimous shareholder agreement shall govern.

ARTICLE TWO

BUSINESS OF THE CORPORATION

2.01 Registered Office. Until changed in accordance with the Act, the registered office of the Corporation shall be within the municipality or geographic township within Ontario initially specified in the articles and thereafter as the shareholders may from time to time determine by special resolution, and at such location therein as the board may from time to time determine by resolution.

2.02 Books and Records. Any records administered by or on behalf of the Corporation in the regular course of its business, including its securities register, books of account and minute books, may be maintained in a bound or loose-leaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device, method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases). The Corporation shall make such records available for inspection pursuant to applicable law.

2.03 Corporate Seal. The corporate seal of the Corporation, if adopted, shall be in such form as the board may by resolution from time to time adopt. An instrument or agreement executed on behalf of the Corporation by a director, an officer or an agent of the Corporation is not invalid merely because the corporate seal, if adopted, is not affixed to it.

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2.04 Financial Year. The financial year of the Corporation shall end on such date in each year as shall be determined from time to time by resolution of the board.

2.05 Execution of Contracts, Etc. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any one director or officer of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board shall have the power from time to time by resolution to appoint any one or more officers or other persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

The corporate seal of the Corporation, if adopted, may be affixed to contracts, documents or instruments in writing signed by an officer or person appointed by resolution of the board.

The term “contracts, documents or instruments in writing” as used in this by-law shall include, without limitation, agreements, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, movable or immovable, powers of attorney, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures, notes or other securities, instruments of proxy and all paper writings.

Without limiting the generality of the foregoing, any one director or officer is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Corporation and to sign and execute (under the corporate seal, if adopted, of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveyancing any such securities.

Subject to the Act and applicable electronic commerce legislation, any contracts, documents or instruments required to be created or provided in writing and required or permitted to be executed by one or more persons on behalf of the Corporation may be (i) created in electronic document form and provided by electronic means, (ii) signed by mechanically reproduced signature or electronic signature, which signature or signatures shall be as valid to all intents and purposes as if they had been signed manually and notwithstanding that the person or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of delivery or issue of such contract, document or instrument in writing, and (iii) executed in separate counterparts, each of which when duly executed by one or more of such persons shall be an original and all such counterparts together shall constitute one and the same such contract, document or instrument in writing. Notwithstanding the foregoing, the board may from time to time direct the manner in which and the person or persons by whom any particular contract, document or instrument in writing, or class of contracts, documents or instruments in writing, may or shall be signed.

2.06 Banking Arrangements. The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefor, shall be transacted with such banks, trust companies or other persons as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

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2.07 Voting Securities in Other Issuers. The person or persons authorized under section 2.05 may execute and deliver proxies and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation. Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the person executing such proxies or arranging for the issuance of voting certificates or such other evidence of the right to exercise such voting rights. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

2.08 Divisions. The board may cause the business and operations of the Corporation or any part thereof to be divided or segregated into one or more divisions having regard to, without limitation, the character or type of businesses or operations, geographical territories, product lines or goods or services as the board may consider appropriate in each case. From time to time the board, or any officer authorized by the board, may authorize, upon such basis as may be considered appropriate in each case:

(a)

Sub-Division and Consolidation - the further division of the business and operations of any such division into sub-units and the consolidation of the business and operations of any such divisions and sub-units;

(b)

Name - the designation of any such division or sub-unit by, and the carrying on of the business and operations of any such division or sub-unit under, a name other than the legal name of the Corporation; provided that the Corporation shall set out its legal name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the Corporation; and

(c)

Officers - the appointment of officers for any such division or other sub-unit, the determination of their powers and duties, and the removal of any such officer so appointed, without prejudice to such officer’s rights under any employment contract or in law, provided that any such officers shall not, as such, be officers of the Corporation, unless expressly designated as such.

ARTICLE THREE

BORROWING AND DEBT OBLIGATIONS

3.01 Borrowing Power. Without limiting the borrowing powers of the Corporation as set forth in the Act, the board may from time to time on behalf of the Corporation, without authorization of the shareholders:

(a)

borrow money upon the credit of the Corporation;

(b)

issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantees of the Corporation, whether secured or unsecured;

(c)

to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(d)

charge, mortgage, hypothecate, pledge, or otherwise create a security interest in all or any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee, or any other present or future indebtedness, liability or obligation of the Corporation.

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Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

3.02 Delegation. The board may from time to time delegate to a committee of the board, one or more directors or officers of the Corporation or any other person as may be designated by the board all or any of the powers conferred on the board by section 3.01 or by the Act to such extent and in such manner as the board shall determine at the time of each such delegation.

ARTICLE FOUR

DIRECTORS

4.01 Number of Directors and Quorum. Until changed in accordance with the Act, the board shall consist of the number of directors within the minimum and maximum number of directors provided for in the articles, as is determined by special resolution or, if such special resolution empowers the board to determine the number, by a resolution of the board; provided, however, that in the latter case the directors may not, between meetings of shareholders, increase the number of directors on the board to a total number greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. Except as provided under section 4.17, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the number of directors determined in the manner set forth above; provided that where the board consists of fewer than three directors, all directors shall constitute a quorum at any meeting of the board.

4.02 Qualification. The following persons are disqualified from being a director of the Corporation: (i) a person who is less than 18 years of age; (ii) a person who has been found under the Substitute Decisions Act, 1992 (Ontario) or under the Mental Health Act (Ontario) to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere; (iii) a person who is not an individual; or (iv) a person who has the status of bankrupt. A director need not be a shareholder. ~~At least 25% of the directors shall be resident Canadians but where the Corporation has less than four directors at least one of the directors shall be a resident Canadian.~~

4.03 Election and Term. The election of directors shall take place at the first meeting and thereafter at each annual meeting of shareholders and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election shall be by ordinary resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

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4.04 Removal of Directors. Subject to the provisions of the Act, the shareholders may by ordinary resolution passed at an annual meeting or special meeting called for such purpose remove any director or directors from office and the vacancy created by such removal may be filled at the same meeting failing which, provided a quorum remains in office, it may be filled by the board. Where the holders of any class or series of shares of the Corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

4.05 Termination of Office. A director ceases to hold office when the director (i) dies, (ii) is removed from office by the shareholders, (iii) ceases to be qualified for election as a director, or (iv) sends or delivers to the Corporation a written resignation or, if a time is specified in such resignation, at the time so specified, whichever is later.

4.06 Vacancies. Subject to the provisions of the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or, except as set out hereunder, in the maximum number of directors, as the case may be, or a failure to elect the number of directors required to be elected at any meeting of shareholders. Where the articles provide for a minimum and maximum number of directors and a special resolution has been passed empowering the directors to determine the number of directors, the directors may not, between meetings of shareholders, appoint an additional director if, after such appointment, the total number of directors would be greater than one and one-third times the number of directors required to have been elected at the last annual meeting of shareholders. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors required by section 4.01, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy. If the directors fail to call a meeting or if there are no directors then in office, any shareholder may call the meeting. A director appointed or elected to fill a vacancy holds office for the unexpired term of that director’s predecessor.

4.07 Action by the Board. Subject to any unanimous shareholder agreement, the board shall manage, or supervise the management of, the business and affairs of the Corporation. Subject to section 4.08, the powers of the board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the board. Where there is a vacancy in the board, the remaining directors may exercise all the powers of the board so long as a quorum remains in office. Where the Corporation has only one director, that director may constitute a meeting.

4.08 Participation. If all the directors of the Corporation present at or participating in a meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of telephonic, electronic or other communication facility that permits all participants to communicate simultaneously and instantaneously with each other during the meeting. A director participating in a meeting by such means is deemed to be present in person at the meeting for the purposes of the Act. Any consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.

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4.09 Place of Meetings. Meetings of the board may be held at any place within or outside Ontario and, in any financial year of the Corporation, any or all of the meetings of the board may be held at any place outside Canada.

4.10 Calling of Meetings. Meetings of the board shall be held from time to time at such place at such time and on such day as the board, the chairperson of the board, the president (if the president is a director) or any two directors may determine.

4.11 Notice of Meeting. Notice of the time and place of each meeting of the board shall be given in the manner provided in section 11.01 to each director, not less than 48 hours before the time when the meeting is to be held. A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified. A director may in any manner and at any time waive a notice of or otherwise consent to a meeting of the board and, subject to the Act, attendance of a director at a meeting of the board is a waiver of notice of the meeting.

4.12 First Meeting of New Board. Provided a quorum of directors is present, each newly elected board may hold its first meeting, without notice, immediately following the meeting of shareholders at which such board is elected.

4.13 Adjourned Meeting. Notice of an adjourned meeting of the board is not required if the time and place of the adjourned meeting is announced at the original meeting.

4.14 Regular Meetings. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

4.15 Chairperson. The chairperson of any meeting of the board shall be the first mentioned of the following officers as have been appointed and who is a director and is present at the meeting: chairperson of the board, chief executive officer, president or a vice-president. If no such officer is present, the directors present shall choose one of their number to be chairperson. If the secretary of the Corporation is absent, the chairperson shall appoint some person, who need not be a director, to act as secretary of the meeting.

4.16 Votes to Govern. At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.

4.17 Conflict of Interest. A director or officer of the Corporation who is a party to, or who is a director or an officer of or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose the nature and extent of his or her interest at the time and in the manner provided by the Act. Any such contract or transaction or proposed contract or transaction shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or the shareholders. Such director shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve such contract or transaction or proposed contract or proposed transaction unless the contract or transaction is:

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(a)

one relating primarily to his or her remuneration as a director of the Corporation or an affiliate;

(b)

one for indemnity or insurance as specified under the Act; or

(c)

one with an affiliate.

If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of such director’s interest in such contract or transaction, the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution. Where all the directors are required to make disclosure under this section, the contract or transaction may be approved only by the shareholders.

4.18 Remuneration and Expenses. Subject to any unanimous shareholder agreement, the directors shall be paid such remuneration for their services as the board may from time to time determine and such remuneration shall be in addition to the salary paid to any officer or employee of the Corporation who is also a director. The directors may also by resolution award special remuneration to any director in undertaking any special services on behalf of the Corporation other than the normal work ordinarily required of a director. The confirmation of any such resolution or resolutions by the shareholders shall not be required, except as required by law or regulation. The directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in connection with the affairs of the Corporation.

4.19 Resolution in Writing by Directors. A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the directors unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. A resolution in writing may be signed by the directors in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a director using a facsimile or other electronic signature, in which case the other directors, the Corporation and the shareholders are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such director.

4.20 Only One Director. Where the Corporation has only one director, that director may constitute a meeting.

ARTICLE FIVE

COMMITTEES

5.01 Committees of the Board. The board may, from time to time, establish (or dissolve) one or more committees of directors, however designated, and delegate to any such committee any of the powers and duties of the board, subject to the limitations on such delegation contained in the Act. The board may appoint and remove the members of each committee subject to the requirements of the Act.

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5.02 Audit Committee. If the Corporation is an offering corporation within the meaning of the Act, the board shall, and the board otherwise may, appoint annually from among its number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Corporation or any of its affiliates and all of whom must otherwise meet the requirements of applicable law. Each member of the audit committee shall hold office, at the pleasure of the board, until the next annual meeting of shareholders and, in any event, only so long as the director shall be a director. In addition to the powers and duties delegated by the board pursuant to section 5.01, the audit committee shall have the powers and duties provided in the Act and other applicable laws. The audit committee shall review the financial statements of the Corporation prior to approval thereof by the board. The auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and, at the expense of the Corporation, to attend and be heard thereat; and, if so requested by a member of the audit committee, shall attend every meeting of the audit committee held during the term of office of the auditor. The auditor of the Corporation or any member of the audit committee may call a meeting of the audit committee.

5.03 Transaction of Business. Subject to the provisions of section 4.08, the powers of a committee of directors appointed by the board may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at such place or places designated in section 4.09.

5.04 Advisory Committees. The board may from time to time appoint such advisory bodies as it may deem advisable.

5.05 Procedure. Unless otherwise determined by the board, each committee and advisory body shall have the power to fix its quorum (provided a quorum is not less than a majority of its members), to elect its chairperson, and to regulate its procedure.

5.06 Limits on Authority. Despite any other provision of this by-law, no managing director and no committee of directors appointed by the board has authority to:

(a)

submit to the shareholders any question or matter requiring the approval of the shareholders;

(b)

fill a vacancy among the directors or in the office of auditor or appoint or remove any of the chief executive officers, however designated, the chief financial officer, however designated, the chairperson or the president of the Corporation;

(c)

subject to the Act, issue securities except in the manner and on the terms authorized by the directors;

(d)

declare dividends;

(e)

purchase, redeem or otherwise acquire shares issued by the Corporation;

(f)

pay a commission referred to in the Act;

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(g)

approve a management proxy circular referred to in the Act;

(h)

approve a take-over bid circular, directors’ circular or issuer bid circular referred to in the Securities Act (Ontario);

(i)

approve any financial statements referred to in the Act (unless otherwise permitted under the Act and Applicable Securities Legislation);

(j)

approve an amalgamation between the Corporation and (i) its holding body corporate, (ii) any one or more of its subsidiaries, and (iii) any one or more corporations where the Corporation and any such corporation are subsidiaries of the same holding body corporate;

(k)

approve an amendment to the Corporation’s articles to (i) divide any class of unissued shares into series and determine the designation, rights, privileges, restrictions and conditions thereof, where the articles authorize the directors to approve such amendment, and (ii) change a Corporation’s name that is a numbered name to a name that is not a numbered name; or

(l)

adopt, amend or repeal by-laws.

ARTICLE SIX

OFFICERS

6.01 Positions and Appointment. Subject to the articles or any unanimous shareholder agreement, the board may from time to time designate such offices of the Corporation and appoint such officers as the board may consider advisable, including, without limitation, a president, a secretary and a treasurer. None of such officers, other than a chairperson of the board, need be a director of the Corporation. Any two or more offices may be held by the same individual.

6.02 President. If appointed, the president shall, subject to the control of the board, have general supervision over the business and affairs of the Corporation, and he or she shall have such other powers and duties as the board may specify.

6.03 Secretary. If appointed, the secretary shall give or cause to be given as and when instructed, all notices to shareholders, directors, officers, auditors and members of committees of the board; he or she shall attend and be the secretary of all meetings of the board, shareholders and committees of the board; he or she shall enter or cause to be entered in the minute book of the Corporation, minutes of all proceedings at such meetings and shall be custodian of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and he or she shall have such other powers and duties as the board may specify.

6.04 Treasurer. If appointed, the treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the custody of the funds and securities of the Corporation; he or she shall render to the board whenever required an account of all his or her transactions as treasurer and of the financial position of the Corporation, except when some other officer or agent has been appointed for that purpose; and he or she shall have such other powers and duties as the board may specify.

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6.05 Powers and Duties. Subject to the articles or any unanimous shareholder agreement, and unless otherwise provided in this Article Six, the powers and duties of each officer of the Corporation shall be such as the terms of their engagement call for or as provided from time to time by resolution of the board. In the absence of such terms of engagement or resolution, the respective officers shall have the powers and duties and shall discharge the duties customarily and usually held and performed by like offices of corporations similar in organization and business purposes to the Corporation subject to the control of the board. Any such officer may from time to time delegate any of his or her powers and duties to another officer or employee of the Corporation, and such delegate may exercise and perform such powers and duties, unless the board otherwise directs.

6.06 Term of Office. The board, in its discretion, may remove any officer of the Corporation, with or without cause, without prejudice to such officer’s rights under any employment contract. Otherwise each officer appointed by the board shall hold office until his or her successor is appointed or until the earlier of his or her resignation or death. The board may appoint a person to an office to replace an officer who has been removed or who has ceased to be an officer for any other reason.

6.07 Terms of Employment and Remuneration. The terms of employment and the remuneration of an officer appointed by the board shall be settled by the board from time to time.

6.08 Disclosure of Interest. An officer shall disclose to the Corporation any interest in a material contract or material transaction, whether made or proposed, with the Corporation in accordance with section 4.17 and the Act.

6.09 Agents and Attorneys. Subject to the provisions of the Act, the Corporation, by or under the authority of the board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management, administration or otherwise (including the power to sub-delegate) as may be thought fit.

6.10 Fidelity Bonds. The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine.

ARTICLE SEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

7.01 Limitation of Liability. Every director and officer of the Corporation shall, in exercising the powers and discharging the duties of office, act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of such director or officer, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such director’s or officer’s office or in relation thereto; unless the same are occasioned by such director’s or officer’s own willful neglect or fault; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

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7.02 Indemnity. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, provided:

(a)

the individual acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

(b)

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual’s conduct was lawful.

The Corporation shall also indemnify such individual in such other circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any individual entitled to indemnity to claim indemnity apart from the provisions of this by-law.

7.03 Insurance. Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of any individual referred to in section 7.02 against such liabilities and in such amounts as the board may from time to time determine and as permitted by the Act.

ARTICLE EIGHT

SHARES

8.01 Allotment of Shares. Subject to the Act, the articles or any unanimous shareholder agreement, the board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares of the Corporation at such times and to such persons and for such consideration as the board shall determine, provided that no share shall be issued until it is fully paid as provided by the Act.

8.02 Commissions. The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of the person purchasing or agreeing to purchase shares of the Corporation, whether from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

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8.03 Transfer Agents and Registrars. The board may from time to time appoint, for each class of securities issued by the Corporation, (a) a trustee, transfer agent or other agent to keep the securities register and the register of transfers and one or more persons to keep branch registers, and (b) a registrar, trustee or agent to maintain a record of issued security certificates and, subject to the Act, one person may be appointed for the purposes of clauses (a) and (b) in respect of all securities of the Corporation or any class or classes thereof. The board may at any time terminate such appointment.

8.04 Registration of a Share Transfer. Subject to the provisions of the Act, no transfer of a share in respect of which a certificate has been issued shall be registered in a securities register except upon surrender of the certificate representing such share with an endorsement which complies with the Act made thereon or delivered therewith duly executed by an appropriate person as provided by the Act, together with such reasonable assurance that the endorsement is genuine and effective as the board may from time to time prescribe, upon payment of all applicable taxes and a reasonable fee (not to exceed the amount permitted by the Act) prescribed by the board, upon compliance with such restrictions on transfer as are authorized by the articles and upon satisfaction of any lien referred to in section 8.05.

8.05 Lien for Indebtedness. Unless the Corporation is an offering corporation within the meaning of the Act, the Corporation has a lien on the shares registered in the name of a shareholder or the shareholder’s legal representative for a debt of that shareholder owed to the Corporation, to the extent of such debt; and the directors may enforce such lien, subject to any other provision of the articles or to any unanimous shareholder agreement, (i) by applying any dividends or other distributions paid or payable on or in respect of the shares thereby affected in repayment of the debt of that shareholder to the Corporation, (ii) by the sale of the shares thereby affected, and/or (iii) by any other action, suit, remedy or proceeding authorized or permitted by law or by equity, and, pending such enforcement, the Corporation may refuse to register a transfer of the whole or any part of such shares.

8.06 Non-Recognition of Trusts. Subject to the provisions of the Act, the Corporation may treat as absolute owner of any share the person in whose name the share is registered in the securities register as if that person had full legal capacity and authority to exercise all rights of ownership, irrespective of any indication to the contrary through knowledge or notice or description in the Corporation’s records or on the share certificate.

8.07 Share Certificates. The shares of the Corporation may be represented by certificates. Share certificates shall be in the form approved by the board. Certificates representing shares of each class or series shall be signed in accordance with section 2.05 and need not be under corporate seal. Any or all such signatures may be electronic signatures. Although any officer, transfer agent or registrar whose manual or electronic signature is affixed to such a certificate ceases to be such officer, transfer agent or registrar before such certificate has been issued, it may nevertheless be issued by the Corporation with the same effect as if such officer, transfer agent or registrar were still such at the date of its issue.

8.08 Replacement of Share Certificates. The board or any officer or agent designated by the board may direct the issue of a new share or other such certificate in lieu of and upon cancellation of a certificate that has been mutilated or in substitution for a certificate claimed to have been lost, destroyed or wrongfully taken on payment of such reasonable fee (not to exceed the amount permitted by the Act) and on such terms as to indemnity, reimbursement of expenses and evidence of loss and of title as the board may from time to time prescribe, whether generally or in any particular case.

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8.09 Joint Holders. If two or more persons are registered as joint holders of any share, the Corporation shall not be required to issue more than one certificate in respect thereof, and delivery of a certificate to one of several joint holders shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warrant issuable in respect of such share.

8.10 Deceased Shareholders. In the event of the death of a holder, or of one of the joint holders, of any share, the Corporation shall not be required to make any entry in the securities register in respect thereof or to make any dividend or other payments in respect thereof; except upon production of all such documents as may be required by law and upon compliance with the reasonable requirements of the Corporation and its transfer agent.

ARTICLE NINE

DIVIDENDS AND RIGHTS

9.01 Dividends. Subject to the provisions of the Act and the articles, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation. Dividends may be paid in money or property or by issuing fully paid shares of the Corporation or options or rights to acquire fully paid shares of the Corporation.

9.02 Dividend Cheques. A dividend payable in money shall be paid by cheque drawn on the Corporation’s bankers or one of them to the order of each registered holder of shares of the class or series in respect of which the dividend has been declared and mailed by prepaid ordinary mail to such registered holder at the recorded address of such holder, unless such holder otherwise directs. In the case of joint holders, the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all of such joint holders and mailed to them at their recorded address, or to the first recorded address if there are more than one. The mailing of a cheque in accordance with this section, unless not paid on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

9.03 Non-Receipt of Cheques. In the event of non-receipt of any dividend cheque by the person to whom it is sent in accordance with section 9.02, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses, and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

9.04 Record Date for Dividends and Rights. The board may fix in advance a date, preceding by not more than 50 days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities; and notice of any such record date, unless waived in accordance with the Act, shall be given not less than seven days before such record date in the manner provided for by the Act. If no record date is so fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or right to subscribe is passed by the board.

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9.05 Unclaimed Dividends. Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

ARTICLE TEN

MEETINGS OF SHAREHOLDERS

10.01 Annual Meetings. The annual meeting of shareholders shall be held at such time and on such day in each year and, subject to section 10.03, at such place as the board may from time to time determine, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors (unless the Corporation is exempted under the Act from appointing an auditor), and for the transaction of such other business as may properly be brought before the meeting.

10.02 Special Meetings. The board shall have power to call a special meeting of shareholders at any time.

10.03 Place of Meetings. Meetings of shareholders shall be held at (i) the registered office of the Corporation, (ii) elsewhere in the municipality in which the head office is situate, or (iii) if the board shall so determine, at some other place within or outside Ontario.

10.04 Meetings Held by Electronic Means. The directors or shareholders who call a meeting of shareholders pursuant to the Act, may determine that the meeting shall be held, in accordance with the Act and the regulations thereto, by means of a telephonic, electronic or other communication facility that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Corporation makes provision for electronic voting at such meeting in accordance with the Act and section 10.20. Any person who participates in a meeting through those means, shall be deemed for the purposes of the Act to be present in person at such meeting.

10.05 Notice of Meetings. Notice of the time and place of each meeting of shareholders shall be given in the manner provided in Article Eleven not less than 10 days, unless the Corporation is an offering Corporation, in which case not less than 21 days, and in each case no more than 50 days before the date of the meeting to each director, to the auditor, and to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. Notice of a meeting of shareholders called for any purpose other than the consideration of minutes of an earlier meeting, consideration of the financial statements and auditor’s report thereon (if any), election of directors and re-appointment of the incumbent auditor shall state the nature of such business in sufficient detail to permit the shareholder to form a reasonable judgment thereon and shall state the text of any special resolution or by-law to be submitted to the meeting. A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of or otherwise consent to a meeting of shareholders, and, subject to the Act, attendance of any such shareholder or any such other person is a waiver of notice of the meeting.

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10.06 List of Shareholders Entitled to Notice. For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares held by each shareholder entitled to vote at the meeting in accordance with the Act. If a record date for the meeting is fixed pursuant to section 10.07, the shareholders listed shall be those registered at the close of business on such record date. If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given or, where no such notice is given, on the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the central securities register is maintained and at the meeting for which the list was prepared. Where a separate list of shareholders has not been prepared, the names of persons appearing in the securities register at the requisite time as the holder of one or more shares carrying the right to vote at such meeting shall be deemed to be a list of shareholders.

10.07 Record Date for Notice. The board may fix in advance a date, preceding the date of any meeting of shareholders by not more than 60 days and not less than 30 days, as the record date for the determination of the shareholders entitled to notice of the meeting, and notice of any such record date shall, unless waived in accordance with the Act, be given not less than seven days before such record date, by newspaper advertisement in the manner provided in the Act. If no record date is so fixed, the record date for the determination of the shareholders entitled to receive notice of the meeting shall be at the close of business on the day immediately preceding the day on which the notice is given or, if no notice is given, the day on which the meeting is held.

10.08 Meetings Without Notice. A meeting of shareholders may be held without notice at any time and place permitted by the Act (a) if all the shareholders entitled to vote thereat are present in person or represented by proxy or if those not present or represented by proxy waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of, or otherwise consent to, such meeting being held; so long as such shareholders, auditors or directors present are not attending for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. At such meeting any business may be transacted which the Corporation at a meeting of shareholders may transact. If the meeting is held at a place outside Ontario, shareholders not present or represented by proxy, but who have waived notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held at such place.

10.09 Chairperson, Secretary and Scrutineers. The chairperson of any meeting of shareholders shall be the first mentioned of the following officers as have been appointed and who is present at the meeting: chairperson of the board, president, or a vice-president who is a shareholder. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chairperson. If the secretary of the Corporation is absent, the chairperson of the meeting shall appoint a person, who need not be a shareholder, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be shareholders, may be appointed by a resolution or by the chairperson of the meeting with the consent of the meeting.

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10.10 Persons Entitled to be Present. The only persons entitled to be present at a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation, if any, and others who, although not entitled to vote, are entitled or required under any provision of the Act, the articles or the by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.

10.11 Participation in Meeting by Electronic Means. Any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the Act and the by-laws, by means of telephonic, electronic or other communications facilities that permits all participants to communicate instantaneously and simultaneously with each other during the meeting, provided the Corporation makes available such telephonic, electronic or communications facility. A person participating in such a meeting is deemed to be present in person at the meeting and a shareholder or proxy holder entitled to vote at such a meeting may vote, in accordance with the Act, by means of the telephonic, electronic or other communications facility that the Corporation has made available for that purpose, whether such meeting is to be held at a designated place or solely by means of a telephonic, electronic or other communications facility.

10.12 a) Quorum. Subject to the Act, at each meeting of the shareholders, holders of a majority of shares entitled to vote at a meeting of shareholders, present in person or represented by proxy, shall constitute a quorum. If a quorum is present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of shareholders, the shareholders present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

In the event that the Corporation is a reporting issuer, subject to any minimum quorum requirement for a shareholder meeting of any securities exchange upon which the Corporation’s shares are listed, at each meeting of the shareholders, the holders of not less than 5% of the shares entitled to vote at a meeting of shareholders, present in person or represented by proxy, shall constitute a quorum. For the purposes of this section, “reporting issuer” includes:

(i)

a corporation that is a ‘reporting issuer’ under Applicable Securities Laws;

(ii)

in the case of a corporation that is not a ‘reporting issuer’ for the purpose of Applicable Securities Laws, a corporation:

(1)

that has filed a prospectus, registration statement or similar document under any securities legislation in any jurisdiction within Canada or under the laws of a jurisdiction outside Canada,

(2)

any of the securities of which are listed and posted for trading by the Corporation on a stock exchange or quotation system in or outside Canada, or

(3)

that is involved in, formed for, resulting from or continued after an amalgamation, a reorganization, an arrangement or a statutory procedure, if one of the participating bodies corporate is a corporation to which subparagraph (1) or (2) applies.

(b) Separate Class Vote. Subject to the Act, where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter and, in all matters other than the election of directors, the affirmative vote of the majority of shares of such class or series or classes or series present in person or represented by proxy at the meeting shall be the act of such class or series or classes or series.

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10.13 Right to Vote. Subject to the provisions of the Act as to authorized representatives of any other body corporate or association, at any meeting of shareholders for which the Corporation has prepared the list referred to in section 10.06, every person who is named in such list shall be entitled to vote the shares shown thereon opposite that person’s name at the meeting to which such list relates except to the extent that, where the Corporation has fixed a record date in respect of such meeting pursuant to section 10.07, such person has transferred any shares after such record date and the transferee, having produced properly endorsed certificates evidencing such shares or having otherwise established ownership of such shares, has demanded not later than 10 days before the meeting that the transferee’s name be included in such list. In any such case, the transferee shall be entitled to vote the transferred shares at the meeting. At any meeting of shareholders for which the Corporation has not prepared the list referred to in section 10.06, every person shall be entitled to vote at the meeting who at the time of the commencement of the meeting is entered in the securities register as the holder of one or more shares carrying the right to vote at such meeting.

10.14 Proxyholders and Representatives. Every shareholder entitled to vote at a meeting of shareholders may appoint a proxyholder, or one or more alternate proxyholders, who need not be a shareholder, to attend and act as the shareholder’s representative at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the shareholder or the shareholder’s attorney or, if the shareholder is a body corporate, by an officer or attorney of such shareholder duly authorized, and shall conform to the requirements of the Act. Alternatively, a shareholder which is a body corporate or association may authorize by resolution of its directors or governing body an individual to represent it at a meeting of shareholders and such individual may exercise on the shareholder’s behalf all the powers it could exercise if it were an individual shareholder. The authority of such an individual shall be established by depositing with the Corporation a certified copy of such resolution, or in such other manner as may be satisfactory to the secretary of the Corporation or the chairperson of the meeting. Any such proxyholder or representative need not be a shareholder.

10.15 Time for Deposit of Proxies. The board may specify in a notice calling a meeting of shareholders a time, preceding the time of such meeting by not more than 48 hours (excluding non-business days), before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in the notice or, if no time is specified in the notice, it has been received by the secretary of the Corporation or by the chairperson of the meeting or any adjournment thereof prior to the time of voting.

10.16 Joint Shareholders. If two or more persons hold shares jointly, any one of them present in person or duly represented by proxy at a meeting of shareholders may, in the absence of the other or others, vote the shares; but if two or more of those persons are present in person or represented by proxy and vote, they shall vote as one the shares jointly held by them.

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10.17 Votes to Govern. At any meeting of shareholders every question shall, unless otherwise required by the articles, the by-laws or by law, be determined by a majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairperson of the meeting shall not be entitled to a second or casting vote in addition to the vote or votes to which the chairperson is entitled as a shareholder or proxy nominee.

10.18 Show of Hands. Subject to the provisions of the Act, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried, carried by a particular majority or defeated and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the question, and the result of the vote so taken shall be the decision of the shareholders upon the question.

10.19 Ballots. On any question proposed for consideration at a meeting of shareholders, and whether or not a show of hands has been taken thereon, the chairperson of the meeting or any person who is present and entitled to vote, whether as shareholder, proxyholder or representative, on such questions at the meeting may demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson of the meeting shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken, each person present shall be entitled, in respect of the shares which such person is entitled to vote at the meeting upon the question, to that number of votes provided by the Act or the articles, and the result of the ballot so taken shall be the decision of the shareholders upon the said question.

10.20 Electronic Voting. Any vote referred to in sections 10.18 and 10.19 may be held entirely by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility; provided the facility enables the votes to be gathered in a manner that permits their subsequent verification.

10.21 Adjournment. The chairperson at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and place to place. If a meeting of shareholders is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Subject to the Act, if a meeting of shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.

10.22 Resolution in Writing by Shareholders. A resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting is as valid as if it had been passed at a meeting of the shareholders unless a written statement or written representation with respect to the subject matter of the resolution is submitted by a director or the auditor, respectively, in accordance with the Act. A resolution in writing may be signed by the shareholders in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same resolution in writing, and by a shareholder using a facsimile or other electronic signature, in which case the other shareholders, the Corporation and the directors are entitled to rely on such electronic signature as conclusive evidence that such resolution in writing has been duly executed by such shareholder.

C-23

10.23 Only One Shareholder. Where the Corporation has only one shareholder or only one holder of any class or series of shares, the shareholder present in person or duly represented by proxy constitutes a meeting.

10.24

Advance Notice of Shareholder Nominations and Proposals.

(a)

Nomination Requirements. Subject to the Act, Applicable Securities Laws, and the articles, only those individuals named in the Director Nominations submitted pursuant to this section 10.24 will be eligible for the election of directors to the board.

(b)

Timely Notice. A shareholder (the “Nominating Shareholder”) must give written notice of its Director Nominations, the contents of such notice as set out in section 10.24(c) and section 10.24(d) (such notice, a “Nomination Notice”), to the secretary of the Corporation even if such matter is already the subject of a notice to the shareholders or a Public Announcement. The Nomination Notice must be received by the Corporation:

(i)

in the case of an annual meeting of shareholders (or an annual and special meeting), not less than 30 days nor more than 65 days before the date of such meeting (except that, if the meeting is to be held on a date that is less than 50 days after the date on which the first notice to the shareholders or first Public Announcement of the date of the meeting was made (the “Meeting Notice Date”), notice by the Nominating Shareholder shall be made not less than the close of business on the 10^th day after the Meeting Notice Date; and

(ii)

in the case of a special meeting of shareholders (which is not an annual and special meeting) called for the purpose of electing directors (whether or not also called for the purpose of conducting other business) not later than the close of business on the 15^th day after the Meeting Notice Date.

(c)

Delivery of Notice. Notwithstanding any other provision of this by-law, a Nominating Shareholder shall deliver the Nomination Notice to the Corporation’s registered office in the manner provided in section 11.01.

(d)

Shareholder Nominations. A Nomination Notice must include the following information in respect of each of the Nominating Shareholder’s nominees:

(i)

each nominee’s name, age, business address and residential address;

~~(ii)~~

~~a statement indicating whether each nominee is a “resident Canadian” as defined in the Act and the regulations made under the Act;~~

C-24

(ii)

~~(iii)~~ each nominee’s present principal occupation, business or employment;

(iii)

~~(iv)~~ each nominee’s principal occupation, business or employment for the five years preceding the notice;

(iv)

~~(v)~~ the number of securities of each class or series of shares of the Corporation (or any of its subsidiaries) beneficially owned, or controlled or directed, directly or indirectly, by each nominee, as of the record date for the meeting (provided that such date shall have then have been made publicly available and shall have occurred) and as of the date of such Nomination Notice;

(v)

~~(vi)~~ such other information concerning each nominee as would be required to be disclosed in an information circular soliciting proxies for the election of each nominee as a director in an election contest (even if an election contest is not involved) or that is otherwise required to be disclosed, under the regulations under the Act, NI 51-102 or Form 51-102F5 (Information Circular);

(vi)

~~(vii)~~ the consent of each nominee to being named in the information circular to serve as a director if elected; and

(vii)

~~(viii)~~ any such other information as the Corporation may reasonably require to determine the eligibility of each nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of each nominee.

(e)

Additional Nomination Notice Information. A Nomination Notice must include the following information respecting the Nominating Shareholder:

(i)

the name, business address and residential address of the Nominating Shareholder;

(ii)

the number of securities of each class and series of the Corporation (or any of its subsidiaries) beneficially owned, or controlled or directed, directly or indirectly, by the Nominating Shareholder or any other person with whom such Nominating Shareholder is acting jointly or in concert with respect to the Corporation or any of its securities, as of the record date for the meeting (provided that such date shall have been made publicly available and shall have occurred) and as of the date of the Nomination Notice;

(iii)

a description of any agreement, arrangement or understanding with respect to between or among the Nominating Shareholder and any of its affiliates or associates, and any others (including their names) acting in concert with any of the foregoing relating to the Nominating Shareholder’s Director Nominations;

C-25

(iv)

full particulars of any direct or indirect interest of the Nominating Shareholder in any contract or transaction (existing or proposed) with the Corporation or any affiliate thereof;

(v)

a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Nomination Notice by, or on behalf of, the Nominating Shareholder or any of its affiliates or associates, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of the Nominating Shareholder or any of its affiliates or associates with respect to shares of the Corporation;

(vi)

any other information relating to such person that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act or any Applicable Securities Laws;

(vii)

a representation that the Nominating Shareholder is a registered or beneficial shareholder of the Corporation entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the Nomination Notice; and

(viii)

a representation whether the Nominating Shareholder intends to deliver an information circular and/or form of proxy to holders of the Corporation’s outstanding shares or otherwise to solicit proxies from shareholders in support of its Director Nominations.

(f)

Effect of Non-compliance. Notwithstanding anything in this by-law to the contrary: (i) no Director Nominations shall be made at any meeting except in accordance with the procedures set forth in this section 10.24. The requirements of this section 10.24 shall apply to any Director Nominations to be brought before a meeting by a shareholder whether such Director Nominations are to be included in the Corporation’s management information circular pursuant to the Act and NI 51-102 or presented to shareholders by means of an independently financed proxy solicitation. The requirements of this section 10.24 are included to provide the Corporation notice of a shareholder’s intention to bring one or more Director Nominations before a meeting and shall in no event be construed as imposing upon any shareholder the requirement to seek approval from the Corporation as a condition precedent to make such Director Nominations before a meeting.

(g)

Waiver. The board may, in its sole discretion, waive any requirement in this section 10.24.

C-26

ARTICLE ELEVEN

NOTICES

11.01 Method of Giving Notices. Any notice, communication or other document to be given by the Corporation to a shareholder, director, officer, or auditor of the Corporation under any provision of the articles or by-laws shall be sufficiently given if (i) delivered personally to the person to whom it is to be given, or (ii) delivered to such person’s last address as shown on the records of the Corporation, or (iii) mailed by prepaid post in a sealed envelope addressed to such person at the last address shown on the records of the Corporation, or (iv) sent by electronic document in accordance with the Electronic Commerce Act, 2000 (Ontario) or electronic transmission, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases). A notice, communication or document so delivered shall be deemed to have been given when (i) delivered personally, when it is delivered; (ii) delivered to such person’s last address shown on the records of the Corporation, when delivered at the address aforesaid; (iii) mailed by prepaid post, on the fifth day after mailing, unless there are reasonable grounds for believing that the addressee did not receive the notice or document at that time or at all; and (iv) sent by way of electronic document, when it is sent through an information system used to generate, send, receive, store, or otherwise process an electronic document. The secretary may change the address on the records of the Corporation of any shareholder, director, officer, or auditor of the Corporation in accordance with any information believed by the secretary to be reliable.

11.02 Notice to Joint Holders. If two or more persons are registered as joint holders of any share, any notice shall be addressed to all of such joint holders but notice addressed to one of such persons shall be sufficient notice to all of them.

11.03 Computation of Time. In computing the date when notice must be given under any provision of the articles or the by-laws requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

11.04 Undelivered Notices. If any notice given or document sent to a shareholder pursuant to section 11.01 is returned on three consecutive occasions because the shareholder cannot be found, the Corporation shall not be required to give any further notices or send further documents to the shareholder until the shareholder informs the Corporation in writing of the shareholder’s new address.

11.05 Omissions and Errors. The accidental omission to give any notice to any shareholder, director, officer, auditor, or member of a committee of the board, or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

11.06 Persons Entitled by Death or Operation of Law. Every person who, by operation of law, transfer, death of a shareholder or any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the shareholder from whom that person derives title to such share prior to the name and address of that person being entered on the securities register (whether such notice was given before or after the happening of the event upon which the person became so entitled) and prior to the person furnishing to the Corporation the proof of authority or evidence of entitlement prescribed by the Act.

C-27

11.07 Waiver of Notice. Any shareholder, proxyholder, other person entitled to attend a meeting of shareholders, director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to that person under any provision of the Act, the articles, the by-laws or otherwise, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board or of a committee of the board which may be given in any manner.

ARTICLE TWELVE

FORUM SELECTION

12.01 Forum for Adjudication of Certain Disputes. Unless the Corporation consents in writing to the selection of an alternative forum, the Superior Court of Justice of the Province of Ontario, Canada and the appellate Courts therefrom (or, failing such court, any other “court” as defined in the Act) having jurisdiction and the appellate Courts therefrom), shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Corporation to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act or the articles or the by-laws of the Corporation (as either may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the “affairs” (as defined in the Act) of the Corporation. If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Ontario (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to (a) the personal jurisdiction of the provincial and federal Courts located within the Province of Ontario in connection with any action or proceeding brought in any such Court to enforce the forum set out in the preceding sentence and (b) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder’s counsel in the Foreign Action as agent for such securityholder.

ARTICLE THIRTEEN

EFFECTIVE DATE

13.01 Effective Date. This by-law shall come into force when made by the board in accordance with the Act.

13.02 Repeal. All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter documents of the Corporation obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the shareholders or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed.

***

The foregoing is the complete text of the Amended and Restated By-law No. 1-A of the Corporation, as adopted by the Corporation on [●], ~~2017~~2022.

D-1

SCHEDULE “D”

QYOU MEDIA INC.

(the “Company”)

MANDATE OF THE AUDIT COMMITTEE

As approved by the Board of Directors of the Company (the “Board”) on June 23, 2017.

A. PURPOSE AND SCOPE

The Audit Committee (the “Committee”) of the Board shall be responsible for assisting in the Board’s oversight of the reliability and integrity of the accounting principles and practices, financial statements and other financial reporting and disclosure practices followed by management of the Company. The Committee shall also have oversight responsibility for: (i) the qualifications, independence and performance of the independent auditors; (ii) the establishment by management of an adequate system of internal controls; (iii) the preparation by management of quarterly and annual financial statements; and (iv) the maintenance by management of practices and processes to ensure compliance with applicable laws.

B. COMPOSITION AND MEETINGS

The Committee shall be comprised of a minimum of three directors as appointed by the Board, each of whom shall meet the criteria for independence, financial literacy and audit committee composition requirements of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“NI 52-110”) (subject to any applicable exemptions from such requirements permitted by NI 52,110, which the Board and Committee shall be permitted to avail themselves of), any exchange upon which securities of the Company are traded or any governmental or regulatory body exercising authority over the Company.

A majority of the members of the Committee shall constitute a quorum at any meeting of the Committee, but in no case shall a quorum be comprised of less than two members of the Committee, and the action of a majority of those present, after determining a quorum, shall be the act of the Committee.

The members of the Committee shall be appointed by the Board and shall serve until their successors shall be duly elected or until their earlier death, resignation or removal. The Board may fill a vacancy in the membership of the Committee and remove a member of the Committee at any time for any reason. The Board shall appoint the chair of the Committee (the “Chair”) from the Committee members. In the absence of the Chair at a duly convened meeting, the Committee shall select a temporary substitute from among its members.

The Committee shall meet at least four (4) times per year or more frequently as circumstances dictate. At the invitation of the Committee, members of the Company’s management and others may attend Committee meetings as the Committee considers necessary or desirable. The Company’s independent auditors are entitled to attend and be heard at each Committee meeting. The Committee shall meet without management present at each Committee meeting. All independent directors may attend Committee meetings, provided that directors who are not members of the Committee shall not be entitled to vote, nor shall their attendance be counted as part of the quorum of the Committee.

The Chair, any member of the Committee, the Company’s independent auditors or the Chair of the Board may call a meeting by notifying the members of the Committee. Ordinarily, meetings of the Committee should be convened with no less than seven (7) days’ notice having been given. The requirement for notice can be waived subject to the consent of each member of the Committee.

The Committee shall report its actions to the members of the Board. The Committee shall keep written minutes of its meetings which shall be recorded and filed with the books and records of the Company. Minutes of each meeting will be made available to the members of the Board and the Company’s independent auditors. The Committee shall report its decisions and recommendations to the Board promptly after each Committee meeting.

D-2

C. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties the Committee shall:

periodically review and assess the adequacy of this Mandate, and recommend any proposed changes to the Board for approval;

recommend to the Board, for approval by the shareholders, the appointment of the independent auditors of the Company;

require the independent auditors of the Company to report to it directly;

review and recommend to the Board for approval, the terms of any annual audit engagement of the independent auditors, including the appropriateness of the proposed audit fees with respect to the engagement of the independent auditors for any audit related services;

oversee the resolution of any disagreements between management and the independent auditors;

periodically perform a review of the performance of the independent auditors to provide further insight on the audit firm, its independence and application of professional standards;

pre-approve any non-audit services to be provided by the firm of the independent auditors to the Company in accordance with NI 52-110;

review the Company’s financial statements, management discussion and analysis, and interim profit or loss press releases, along with any other disclosure by the Company of financial information extracted or derived from the Company’s financial statements, in each case prior to the public disclosure of such documents or information, and ensure adequate procedures are in place for such pre-filing review;

periodically review the status and findings of the independent auditors’ audit plan and the adequacy of internal controls established by management and, where appropriate, make recommendations or reports thereon to the Board;

10.

understand the scope, principal risks and integrity of internal and independent auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses;

11.

review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the Company’s present and former independent auditors;

12.

monitor and periodically review the Company’s procedures for:

●

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

●

the confidential, anonymous submission by directors, officers and employees of the Company of concerns regarding questionable accounting or auditing matters.

D-3

D. ACCESS TO MANAGEMENT AND INDEPENDENT ADVICE

The Committee shall have unrestricted access to the Company’s management and employees and to the books and records of the Company and from time to time may hold unscheduled or regularly scheduled meetings or portions of meetings in executive session or otherwise with the Company’s independent auditors, the Chief Financial Officer or the Chief Executive Officer.

While the Committee has the responsibilities and powers set forth in this Mandate, it is not the duty of the Committee to plan or conduct audits, to establish the Company’s accounting and financial reporting systems, or to determine that the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles.

*****

EXHIBIT 5.1

Consent of Independent Auditor

We hereby consent to the incorporation in this Registration Statement on Form F-10 (the “Registration Statement”) of QYOU Media Inc. of our report, dated April 30, 2022, on the consolidated statements of financial position as at December 31, 2021 and June 30, 2021, and the consolidated statements of loss and comprehensive loss, changes in shareholders' equity and cash flows for the six month period ended December 31, 2021 and the years ended June 30, 2021 and June 30, 2020, being filed with the United States Securities and Exchange Commission.

We also consent to the reference to us under the heading “Interest of Experts” in the prospectus contained in the Registration Statement.

/s/ MNP LLP

Chartered Professional Accountants

Licensed Public Accountants

Burlington, Ontario

May 20, 2022

Exhibit 5.2

CONSENT OF WILDBOER DELLELCE LLP

Re: Registration Statement on Form F-10 of QYOU Media Inc.

We hereby consent to the use of our name in the Registration Statement on Form F-10 filed by QYOU Media Inc. on May 20, 2022, and in the short form base shelf prospectus dated May 20, 2022 included therein, under the headings “Documents Filed as Part of the U.S. Registration Statement” and “Legal Matters”, as such may thereafter be amended or supplemented.

In giving this consent, we do not acknowledge that we come within the category of persons whose consent is required by the United States Securities Act of 1933, as amended, or the rules and regulations thereunder.

Yours truly,

/s/ Wildeboer Dellelce LLP

Wildeboer Dellelce LLP

Toronto, Ontario

May 20, 2022

Exhibit 5.3

CONSENT OF TROUTMAN PEPPER HAMILTON SANDERS LLP

Re: Registration Statement on Form F-10 of QYOU Media Inc.

Yours truly,

/s/ Troutman Pepper Hamilton Sanders LLP

Troutman Pepper Hamilton Sanders LLP

Washington, DC

May 20, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form F-10
(Form Type)

QYOU Media Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1-Newly Registered Securities

	Security Type	Security Class Title	Fee Calculation Rule or Instruction	Amount Registered			Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Fees to Be Paid	Unallocated (Universal) Shelf	Common Shares, Warrants, Subscription Receipts and Units ⁽¹⁾	457(o)	$	23,421,032.09	⁽¹⁾	(1)	$	23,421,032.09	⁽¹⁾⁽²⁾	$	0.0000927	$	2,171.13
Fees Previously Paid	-	-	-		-		-		-			-		-
	Total Offering Amounts							$	23,421,032.09				$	2,171.13
	Total Fees Previously Paid													-
	Total Fee Offsets
	Net Fee Due												$	2,171.13

(1)	There are being registered under this Form F-10 Registration Statement such indeterminate number of common shares, subscription receipts, warrants or units of the registrant, and a combination of such securities, separately or as units, as may be sold by the registrant from time to time, which collectively shall have an aggregate initial offering price of not to exceed US$23,160,658 (converted from C$30,000,000 at an exchange rate of US$1.00=C$1.2809, which was the daily exchange rate as reported by the Bank of Canada on May 19, 2022, a date within 5 business days of filing this Registration Statement). The securities registered hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the "Securities Act"), as amended, the common shares being registered hereunder include such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions. The proposed maximum initial offering price per security will be determined, from time to time, by the registrant in connection with the sale of the securities under this Registration Statement.

(2)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

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