Galleria Opportunities Ltd.
TSX VENTURE : GOI.H
NEX BOARD : GOI.H

November 03, 2015 17:55 ET

The QYOU Signs Agreement to Complete RTO of Galleria Opportunities

RTO to Fuel Global Expansion of Curated 'Best of Web' Global Pay TV Channel

CALGARY, ALBERTA--(Marketwired - Nov. 3, 2015) - Galleria Opportunities Ltd. (NEX:GOI.H) ("Galleria" or the "Corporation") is pleased to announce its proposed transaction involving a business combination with QYOU Media Inc. ("QYOU Media" or "The QYOU"). QYOU Media is a private Ontario media company whose principal business is based in Dublin, Ireland and holds a license to broadcast its linear Pay TV channel. QYOU Media is a media company delivering the world's first international 24/7 network for bringing curated, high quality, made-for-the-web video content to subscription video services everywhere. Through its multi-product ecosystem it delivers content via broadcast, mobile and VOD offerings.

Galleria is listed on NEX of the TSX Venture Exchange (the "Exchange"). Galleria is mailing an information circular dated October 26, 2015 for an Annual General and Special Meeting of Shareholders at which it is proposed that in addition to the approval of routine matters including the appointment of auditors, the adoption of its rolling stock option plan and a restricted share unit plan, it is proposed that the outstanding common shares of Galleria (the "Galleria Common Shares"), brokers' warrants and stock options will be consolidated on a two for one basis, the corporation's name will be changed to QYOU Inc. and the company will be continued as an Ontario corporation, subject to the approval of the Exchange. If the consolidation is approved, Galleria will have 3,089,150 common shares, 147,500 stock options (with an exercise price of $0.33 per share and an expiry date of August 24, 2020) and 181,250 Broker's Warrants (with an exercise price of $0.25 per share and an expiry date of August 24, 2016) outstanding. Galleria had net working capital of approximately $500,000 on October 30, 2015.

Galleria has entered into a letter of intent with QYOU Media dated November 2, 2015, pursuant to which Galleria and QYOU Media intend to complete a reverse takeover ("RTO") (the "Transaction") by way of a three-cornered amalgamation (the "Amalgamation"). Pursuant to the Transaction, a new wholly-owned subsidiary of Galleria will amalgamate with QYOU Media and: (i) the 48,177,364 issued and outstanding common shares of QYOU Media (the " QYOU Common Shares") will be exchanged for 48,177,364 post-consolidated Galleria Common Shares with a deemed value of $0.50 per share; (ii) 13,737,843 common share purchase warrants (the "QYOU Warrants") will be exchanged for 13,737,843 post-consolidated share purchase warrants of Galleria at an average exercise price of $0.72 per share and 708,500 stock options will be exchanged for 708,500 post-consolidated stock options of Galleria at average exercise price of $0.62 per share.

It is anticipated that the Transaction will constitute a reverse takeover of the Corporation pursuant to Policy 5.2 of the Exchange's Corporate Finance Manual. The Transaction is subject to the policies of the Exchange relating to reverse takeovers, as well as shareholder approval of each of Galleria and QYOU Media. Galleria intends to apply to the Exchange to exempt Galleria from shareholder approval of the RTO.

About QYOU Media

QYOU Media was incorporated under the Business Corporations Act (Ontario) on June 15, 2015. The registered office of QYOU Media is located at 200 Front Street West, Suite 2300, Toronto, Ontario, M5V 3K2. QYOU Media has one wholly-owned subsidiary, QYOU Media Ltd. which is incorporated under the laws of Ireland.

QYOU Media is a media company delivering the world's first international 24/7 network for bringing curated, high quality, made-for-the-web video content to subscription video services everywhere. The QYOU finds, curates, and programs the best of internet video for the benefit of subscription service operators worldwide; from traditional cable and satellite to IPTV, over-the-top content (OTT), mobile and more. The QYOU's carrier partners offer the channel on a linear, mobile, broadband and VOD basis. Founded and created by industry veterans Scott Ehrlich, Curt Marvis, Les Garland and G. Scott Paterson, all of whom have extensive histories in both traditional and digital media, QYOU Media's operations are headquartered in Dublin, Ireland.

The QYOU has a total of eight employees of which presently four are full time in Dublin, and four are part time in Toronto. The Irish employees are focused on distribution alliances, sales and marketing and the development of the company's multiscreen product ecosystem. Production of The QYOU is provided by Black Forest Production Services, Inc. ("BFPS") a production company with facilities in Los Angeles, California. The QYOU is currently available in more than 30 countries spanning Europe, the Middle East and sub-Saharan Africa, reaching almost 5 million subscribers. Check out www.theqyou.com and view the QYOU's Sizzle Reel "You Gotta See This" to a have a feel for The QYOU's content, format and vibe.

The QYOU originated in late 2013, with the prospect of growing a global television network that would deliver a continuous reel of the very best curated made-for-the-web videos. The QYOU first operated as QYOU TV, Inc. (now BFPS) where in 2014 it secured a broadcast license from the Republic of Ireland and first broadcast out of Dublin. The QYOU's initial target audience was viewers in Europe and sub-Saharan Africa, and its linear channel is one of several products QYOU Media now has under development. Since inception, and with the rapid change in product offerings in the digital space, QYOU Media has transformed The QYOU from a linear Pay TV Channel to an ecosystem of products spanning multiple forms of digital media and online distribution now known as TV Everywhere.

The QYOU's Co-Founder and Chairman G. Scott Paterson said. "It is now part of the content fabric of peoples' lives and daily discovery of engaging, exciting and entertaining short form made-for-the-web video content that reflects evolutionary and revolutionary changes taking place around the world. We believe The QYOU is poised to capitalize on massively shifting global macro trends in content creation and distribution and uniquely positioned to be part of the 'TV Everywhere' paradigm shift".

In July 2015 QYOU Media purchased assets from BFPS including its Irish broadcast license and certain contracts. QYOU Media acquired these assets to provide a base to develop a new business through a Canadian-funded vehicle raising venture capital in the Canadian market. In July 2015, QYOU Media completed a $10.4 million equity financing ($0.50 "Units" consisting of one share and one-half warrant exercisable at $0.75 for 30 months from closing. Clarus Securities Inc., Cormark Securities Inc., Power One Capital Market Limited and Primary Capital Inc. were the agents for this financing. All funds were made immediately available to QYOU Media upon closing. In addition to the issuance of 21,177,364 QYOU Common Shares and 10,588,682 QYOU Warrants, QYOU Media issued Penalty Warrants to subscribers providing that for no additional consideration, 0.1 of an additional Unit will be issued if QYOU Media is not a reporting issuer in any province or territory on or before November 30, 2015, and an additional 0.1 of a Unit will be issued if QYOU Media is not a reporting issuer in any province or territory on or before March 31, 2016.

The largest beneficial shareholder of QYOU Media is its CEO, Scott H. Ehrlich of Los Angeles, California who owns approximately 11% of the outstanding QYOU Common Shares.

Financial Information for BFPS and QYOU Media

Based on management prepared audited financial statements for the six months ended June 30, 2015 and audited management prepared financial statements for the twelve months ended December 31, 2014 and December 31, 2013, BFPS had revenue of US$434,184, $150,000 and nil, operating expenses of US$2,146,746, US$2,034,798 and US$21,950, and a net loss of US$1,726,158, US$1,883,744 and US$21,950, respectively. In addition, as at December 31, 2014, BFPS had working capital of $285,596, current assets of US$381,643 and current liabilities of US$96,047. The BFPS financial statements were audited in accordance with US GAAP.

Based on unaudited management prepared financial statements for the period ended July 31, 2015, QYOU Media had current assets of $9,407,993, operating expenses of $315,273, and a net loss of $315,273. In addition, as at July 31, 2015, QYOU Media had working capital of $9,151,753, assets of $9,407,993 and liabilities of $247,747. The QYOU Media statements were prepared in accordance with IFRS.

Summary of Proposed Directors and Officers

The board of Galleria will consist of seven directors all of whom will be nominees of QYOU Media, provided the Exchange does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of applicable law.

After the closing of the Transaction, the officers of QYOU Inc. will be appointed by its Board of Directors and will include G. Scott Paterson as Chairman, Scott H. Ehrlich as Chief Executive Officer and Curt Marvis as President. The balance of the directors and officers will be disclosed once determined. Messrs, Ehrlich and Marvis are directors and officers of QYOU Media Ltd. ("QYOU Ireland") and QYOU Media USA, Ltd. ("QYOU USA"). QYOU Ireland operates The QYOU's broadcast and distribution business in Dublin and its creative, programming and editorial support group operates through QYOU USA, QYOU Ireland's LA-based group. Messrs. Ehrlich and Marvis are also shareholders, directors and officers of BFPS, which provides production services to QYOU Ireland, on a cost plus industry standard markup basis.

G. Scott Paterson, Chairman of the Board

G Scott Paterson is a media/technology venture capitalist. Mr. Paterson serves as a Director of Lions Gate Entertainment and Chair of the Company's Audit & Risk Committee. He also serves as Chairman of Symbility Solutions Inc., a cloud-based SaaS provider of software to the insurance industry; and Chairman of Engagement Labs Inc., a cloud-based SaaS provider of software for marketers.

Mr. Paterson was instrumental in the evolution of NeuLion Inc having led the company's predecessor company JumpTV as Chairman & CEO through a successful August 2006 US $65 million IPO led by Morgan Stanley and a subsequent February 2007 US $100 million secondary financing. In 2008, Mr. Paterson negotiated JumpTV's takeover of NeuLion becoming Vice Chairman of the Board which role he held until June 2015. NeuLion is a world leader specializing in digital video broadcasting, distribution and monetization on behalf of clients such as the NFL and NBA.

Mr. Paterson previously served as Chairman & Chief Executive Officer of Yorkton Securities Inc which, during his tenure, was Canada's leading technology and entertainment-focused investment bank raising over $3 billion as lead underwriter. Mr. Paterson has also served as Chairman of the Canadian Venture Stock Exchange and Vice Chairman of the Toronto Stock Exchange.

In 2009, Mr. Paterson obtained an ICD.D designation by graduating from the Rotman Institute of Corporate Directors at the University of Toronto and in 2014, Mr. Paterson obtained a Certificate in Entertainment Law from Osgoode Hall Law School.

In addition, Mr. Paterson is Chairman of the Merry Go Round Children's Foundation and a Governor of Ridley College.

Scott H. Ehrlich, Chief Executive Officer and Director

As Chief Executive Officer of The QYOU, Mr. Ehrlich is responsible for day-to-day business operations including strategy, marketing initiatives, financing and developing key industry partnerships. He brings a three decades long track record of successfully creating new ventures in television, technology and new media. As a new company bringing the best of Internet to television, The QYOU brings together Mr. Ehrlich's unique blend of creative and technical skills.

Mr. Ehrlich is a proven innovator in the world of digital video, from development and production of new intellectual property to the creation and growth of both subscription and advertising distribution models. Throughout his career Mr. Ehrlich has fostered numerous high-level strategic deals with major media entities including CNN, MLB, WSJ.com, NBA, ABC, E! Entertainment, FOX Sports, Starz, PGA Tour and Playboy.

In his prior role as CEO of Agility Studios, Mr. Ehrlich lead the development of Agility's award winning franchise, The Legion of Extraordinary Dancers, created by Jon M. Chu, into a multi-faceted business with three installments of the filmed entertainment property distributed worldwide by Paramount Digital complimenting performances on television (including: So You Think You Can Dance, Dancing with the Stars, The 82nd Academy Awards, Conan, and more), tours (Glee Live), corporate (including: Mini Live: Beijing and Google Zeitgeist Europe) and social media (Coke Zero: Make it Possible). The LXD received an International Emmy among many other accolades and awards. Mr. Ehrlich is also a partner in the Los Angeles-based production company Substance Over Hype, and just recently served as Executive Producer on Two Bellmen for Marriott Content Studios.

Before founding Agility, Mr. Ehrlich founded and served as the Managing Partner at Impulse Media, a Seattle-based digital business consulting company, serving as an advisor to senior management at Sony Pictures Digital Networks, Rivals.com, Infospace, Disney/ABC Digital Media Group, Navio Systems, DivX, iFilm (now part of MTV Networks, Inc.), Lightningcast (sold to AOL), Rhythm Networks, BBC, Weather Channel and Microsoft.

Prior to forming Impulse Media, Mr. Ehrlich served as Vice President of Media Acquisition and Distribution for RealNetworks (www.real.com). During his tenure, he developed key strategies, negotiated, implemented and managed product deals and relationships for the site's GoldPass and SuperPass services and drove growth of its services to more than 1 million subscribers, creating one of the earliest Over The Top (OTT) video services on the web. Previously, Mr. Ehrlich was Executive Vice-President and General Manager of Rival Networks (www.rivals.com), where he oversaw all aspects of the business including advertising sales, e-commerce, content, business development, marketing, public relations and creative services.

Earlier in his career, Mr. Ehrlich was the Senior Vice President and Executive Producer of News America Digital Publishing, where he was responsible for all editorial, production, technology and product development for News Corporation's content-based digital publishing ventures, including FOX.com, FoxNews.com, tvguide.com and FoxSports.com.

Mr. Ehrlich received his master's degree from The Graduate School of Political Management and his undergraduate degree from Kenyon College. He lives in the Los Angeles area with his wife and two sons.

Curt Marvis, President and Director

Curt Marvis is currently President and Co-Founder of The QYOU.

Mr. Marvis previously served as Lionsgate's President of Digital Media, helping the company evolve into a leading next-generation filmed 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 CEO of CinemaNow. An innovator in digital entertainment technology and distribution, the brand name CinemaNow is now owned by Best Buy and is their digital movie store while the original CinemaNow platform was purchased by ROVI and now powers numerous digital storefronts at retail and directly via consumer electronics devices.

Mr. Marvis previously served as President of publicly held game developer 7th Level, leading their 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 their continued development of interactive software. From 1984 to 1994 Mr. Marvis was Co-founder and CEO of The Company, an award winning and highly successful production company for music videos and commercials.

During this time, he and his partner, Director Wayne Isham, produced many of the most popular and critically acclaimed videos in the history of MTV. They were awarded MTV's Video Vanguard Award honoring lifetime achievement in their work in 1991.

Mr. Marvis began his career as a documentary producer and includes 105 half hour episodes of New! Animal World for the Disney Channel among his numerous credits. He is a graduate with honors from UCLA in Motion Picture and Television Production and is the proud father of four daughters and one son, ages 7 to 23.

Other Matters Concerning RTO Transaction

The completion of the Transaction is subject to the approval of the Exchange and all other necessary regulatory approval and certain other usual conditions.

The Transaction will be an arm's length transaction as none of the directors, officers or insiders of Galleria own any interest in QYOU Media.

Galleria also announces it has reserved a price of $0.50 per Galleria Common Share for the grant of stock options to acquire up to 10% of the number of issued and outstanding Galleria Common Shares (the "Stock Options") in the event the Transaction is completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options will be granted to directors, officers, employees and consultants of the resulting issuer, concurrent with the completion of the Transaction.

The parties have agreed that on completion of the Transaction a finder's fee shall be paid by the issuance in total of 650,000 Galleria Common Shares to Power One Capital Markets Inc. and Mr. Farhan Abbas, both arm's length parties.

Galleria will apply to the Exchange for an exemption from the sponsorship requirements in connection with the RTO. There is no assurance that such exemption will be granted. If such exemption is not granted, Galleria will be required to engage a sponsor for the Transaction.

Trading of the Galleria Common Shares will not resume until all documents required by the Exchange have been filed. Galleria will issue a further news release when the Exchange has received the necessary documentation and trading of the Galleria Common Shares is to resume.

Galleria President Al Kroontje said, "We are delighted to have come to an arrangement with The QYOU that we believe will afford our shareholders a significant value creation opportunity in the months and years to come. We view The QYOU as a unique global opportunity and that its business model is ideal for the rapidly changing media landscape. Importantly, we view the QYOU's management team as proven and first rate." For further information contact the Chairman of QYOU Media at (647) 559-2700.

As indicated above, completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance and shareholder approval or an exemption therefrom. The Transaction cannot close until the required shareholder approval or exemption is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither QYOU Media nor Galleria will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Galleria.

The securities of Galleria being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Contact Information

  • For further information contact the Chairman of QYOU Media
    (647) 559-2700