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.

Contact:

Kevin M. McGrath

TraDigital IR

Tel: (646) 418-7002

Email: kevin@tradigitalir.com