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Troika Media Group, Inc. Announces Pricing of $24.0 Million Initial Public Offering and Nasdaq Listing

SmallCaps Daily April 20, 2021

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Los Angeles, California – (NewMediaWire) – April 19, 2021 – Troika Media Group, Inc. (NASDAQ:TRKA) (“TMG”
or “Company”), a
brand identity and communications agency that provides integrated branding and
advertising solutions for global brands, primarily in entertainment and sports,
today announced the pricing of an underwritten initial public offering of 5,783,133
shares of common stock and warrants to purchase 5,783,133
shares of common stock at a public offering
price of $4.15 per share for aggregate gross proceeds of approximately $24.0
million prior to deducting underwriting discounts, commissions, and other
offering expenses. In addition, the Company has granted the underwriters a
45-day option to purchase up to an additional 867,469 shares (and warrants) at
the public offering price less the underwriting discounts and commissions. TMG
intends to use the net proceeds of the offering for acquisitions, general
corporate purposes and debt repayments. The
offering is expected to close on or around April 22, 2021, subject to
satisfaction of customary closing conditions.

The Company has received
approval to list its common stock and warrants on the Nasdaq Capital Market,
with its common stock trading under the symbol “TRKA” and the warrants trading under
the symbol “TRKAW”, with trading expected to begin on April 20, 2021. Each
warrant is exercisable for one share of common stock at an exercise price of $4.98
per share and will expire five years from issuance.

Kingswood Capital
Markets, division of Benchmark Investments, Inc., is acting as sole book-running
manager for the offering. WestPark Capital, Inc. is acting as co-manager.

The Securities and Exchange Commission
(“SEC”) declared effective a registration statement on Form S-1
relating to these securities on April 19, 2021. A final prospectus relating to
this offering will be filed with the SEC. The offering is being made only by
means of a prospectus, copies of which may be obtained, when available, from:
Kingswood Capital Markets, a division of Benchmark Investments Inc., 17 Battery
Place, Suite 625, New York, NY 10004, Attention: Syndicate Department, or via
email at syndicate@kingswoodcm.com or
telephone at (212) 404-7002.

This press release shall
not constitute an offer to sell or the solicitation of an offer to buy any of
the securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.

About Troika Media Group

Troika
Media Group is a brand identity and communications agency that provides
integrated branding and advertising solutions for global brands, primarily in
entertainment and sports. Applying emerging technology, data science, and
world-class creative, we help brands deepen engagement with audiences and fans
throughout the consumer journey. Clients include Apple, CBS, AT&T, Comcast,
CNN, HBO, Hulu, ABC, ESPN, IMAX, Netflix, Oath, Riot Games, Sony, Turner and
UFC. For more information, visit www.thetmgrp.com; www.troika.tv

Forward-Looking
Statements

Certain statements in
this press release that are not historical facts are forward-looking statements
that reflect management’s current expectations, assumptions, and estimates of
future performance and economic conditions, and involve risks and uncertainties
that could cause actual results to differ materially from those anticipated by
the statements made herein. Forward-looking statements are generally
identifiable by the use of forward-looking terminology such as
“believe,” “expects,” “may,” “looks
to,” “will,” “should,” “plan,”
“intend,” “on condition,” “target,” “see,”
“potential,” “estimates,” “preliminary,” or
“anticipates” or the negative thereof or comparable terminology, or
by discussion of strategy or goals or other future events, circumstances, or
effects. Moreover, forward-looking statements in this release include, but are
not limited to, the impact of the current COVID-19 pandemic, which may limit
access to the Company’s facilities, customers, management, support staff, and
professional advisors, and to develop and deliver advanced voice and data
communications systems, demand for the Company’s products and services,
economic conditions in the U.S. and worldwide, and the Company’s ability to
recruit and retain management, technical, and sales personnel. Further
information relating to factors that may impact the Company’s results and
forward-looking statements are disclosed in the Company’s filings with the SEC.
The forward-looking statements contained in this press release are made as of
the date of this press release, and the Company disclaims any intention or
obligation, other than imposed by law, to update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise.