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


 






     


     


    

 


1


 


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.


 






     


    2


    

 


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.


 





 






     


    3


    

 


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.


 






     


    4


    

 


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.


 






     


    5


    

 


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:


 


		1.	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.


 






     


    6


    

 


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.


 


		2.	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.


 






     


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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.


 






     


    8


    

 


Key elements of our growth
strategy include:


 


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



 


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



 


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



 


		d)	growing distribution reach throughout fiscal 2022; and



 


		e)	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:


 


		1.	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.


 


		2.	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.


 


		3.	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.


 


		4.	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.


 






     


    9


    

 


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).


 






     


    10


    

 


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.


 






     


    11


    

 


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.


 






     


    12


    

 


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.


 






     


    13


    

 


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.



 






     


    14


    

 


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.


 






     


    15


    

 


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.


 






     


    16


    

 


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.


 






     


    17


    

 


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.


 






     


    18


    

 


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.


 






     


    19


    

 


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:


 


		●	evolving business model;



 


		●	ability to build and retain viewership and increase viewer hours;



 


		●	ability to maintain relationships with customers;



 


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



 


		●	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.


 






     


    20


    

 


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.




 






     


    21


    

 


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.


 






     


    22


    

 


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.


 






     


    23


    

 


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.


 






     


    24


    

 


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.


 






     


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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.


 






     


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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.


 






     


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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.


 






     


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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.


 






     


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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).


 






     


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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.