QYOU Media : Preliminary Base Shelf Prospectus

A copy of this preliminary short form base shelf prospectus has been filed with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for the short form base shelf prospectus is obtained from the securities regulatory authorities.

This short form prospectus is referred to as a short form base shelf prospectus and has been filed under legislation in the provinces of Alberta, British Columbia and Ontario, that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

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

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

PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS

New Issue and/or Secondary Offering

May 20, 2022

QYOU MEDIA INC.

C$30,000,000

Common Shares

Subscription Receipts

Warrants

Units

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

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

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

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

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

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

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

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

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

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

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

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

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

The outstanding Common Shares are listed for trading on the TSXV under the symbol "QYOU" and are quoted on the OTCQB Venture Market in the United States (the "OTCQB") under the symbol "QYOUF". On May 19, 2022, the last trading day prior to the date of this Prospectus, the closing price of the Common Shares on the TSXV was

C$0.145 and on the OTCQB was US$0.1114. Unless otherwise specified in the applicable Prospectus

Supplement, the Subscription Receipts, Units and Warrants will not be listed on any securities exchange. Consequently, unless otherwise specified in the applicable Prospectus Supplement, there is no market through which the Subscription Receipts, Units and Warrants may be sold and purchasers may not be able to resell any such Securities purchased under this Prospectus. This may affect the pricing of the Common Shares, Subscription Receipts, Units and Warrants in the secondary market, the transparency and availability of trading prices, the liquidity of such Securities and the extent of issuer regulation. See "Risk Factors".

The Corporation is authorized to issue an unlimited number of First Preferred Shares, Second Preferred Shares and Common Shares. The holders of Common Shares are entitled to receive notice of, attend and vote at all meetings of the shareholders of the Corporation, and each Common Share confers the right to one vote at all such meetings. Subject to the rights of the holders of the First Preferred Shares and Second Preferred Shares and any other class of shares ranking in priority to the Common Shares, the holders of Common Shares are entitled to receive and participate rateably in any dividends declared by the board of directors in the Corporation. Subject to the rights of the holders of First Preferred Shares and Second Preferred Shares and any other class of shares ranking in priority to the Common Shares, in the event of the liquidation, dissolution or winding-up of the Corporation or other distribution of the assets of the Corporation among its shareholders for the purposes of winding up its affairs, the holders of the Common Shares are entitled to participate rateably in the distribution of the assets of the Corporation. See "Description of Securities".

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

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

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

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

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

TABLE OF CONTENTS
	Page
ABOUT THIS PROSPECTUS ...................................................................................................................................	1
TRADEMARKS AND TRADE NAMES...................................................................................................................	2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION .................................................	2
FINANCIAL INFORMATION ..................................................................................................................................	3
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ........................................................	4
DOCUMENTS INCORPORATED BY REFERENCE ..............................................................................................	4
DOCUMENTS FILED AS PART OF THE U.S. REGISTRATION STATEMENT .................................................	5
WHERE YOU CAN FIND MORE INFORMATION ................................................................................................	5
THE CORPORATION................................................................................................................................................	6
CONSOLIDATED CAPITALIZATION ....................................................................................................................	9
USE OF PROCEEDS..................................................................................................................................................	9
PLAN OF DISTRIBUTION .......................................................................................................................................	9
SELLING SECURITYHOLDERS ...........................................................................................................................	10
DESCRIPTION OF SHARE CAPITAL ...................................................................................................................	11
DESCRIPTION OF SECURITIES BEING DISTRIBUTED ...................................................................................	11
OTHER MATTERS RELATING TO THE SECURITIES.......................................................................................	16
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...........................................................	18
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS .........................................................................	18
PRIOR SALES..........................................................................................................................................................	23
MARKET FOR SECURITIES..................................................................................................................................	23
DIVIDEND POLICY................................................................................................................................................	23
RISK FACTORS.......................................................................................................................................................	24
TRANSFER AGENT AND REGISTRAR ...............................................................................................................	28
INTEREST OF EXPERTS........................................................................................................................................	28
LEGAL MATTERS ..................................................................................................................................................	28
ENFORCEABILITY OF CIVIL LIABILITIES .......................................................................................................	28
CONTRACTUAL RIGHTS AND STATUTORY RIGHTS OF WITHDRAWAL AND RESCISSION ................	29
CERTIFICATE OF THE CORPORATION ...........................................................................................................	C-1