TORONTO, Dec. 23, 2020 /CNW/ -- Engine Media
Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF)
("Engine Media" or the "Company") announces it
intends to complete a non-brokered private placement of up to
approximately 3.3 million units (the "Units") at a price of
US$7.50 per Unit (the "Offering") for
gross proceeds of up to US$25,000,000. Each Unit consists of one common
share of the Company and one-half of one common share purchase
warrant (a "Warrant"). Each whole Warrant entitles the holder to
acquire one additional share of the Company at a price of
US$15.00 per share for a period of 3
years provided that: (i) if the common shares are listed for
trading on NASDAQ, (ii) the Company completes an offering of
securities under a short form prospectus for an aggregate amount of
at least US$30,000,000, and (iii) the
closing price of the common shares on NASDAQ is US$30.00 or greater for a period of 15
consecutive trading days, then the Company may accelerate the
expiry date of the Warrants to the 30th day after the
date written notice is provided to the holders.
All securities issued under the Offering are subject to a hold
period of four months and one day from the closing.
The Offering will allow the Company to strengthen its balance
sheet as it executes on its plans following the acquisitions of
Frankly, WinView and UMG earlier this year and expects that it will
provide further support for the Company's planned uplisting onto
the NASDAQ exchange.
This press release does not constitute an offer of sale of any
of the foregoing securities in the United
States. None of the foregoing securities have been and will
not be registered under the U.S. Securities Act of 1933, as
amended (the "1933 Act") or any applicable state securities laws
and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons (as defined in Regulation S under the 1933 Act) or persons
in the United States absent
registration or an applicable exemption from such registration
requirements. This press release does not constitute an offer to
sell or the solicitation of an offer to buy nor will there be any
sale of the foregoing securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these Securities in any jurisdiction in which an offer,
solicitation or sale would be unlawful prior to registration or
qualifications under the securities laws of any such
jurisdiction.
About Engine Media Holdings, Inc.
Engine Media is
focused on accelerating new, live, immersive esports and
interactive gaming experiences for consumers through its
partnerships with traditional and emerging media companies. The
company was formed through the combination of Torque Esports Corp.,
Frankly Inc., and WinView, Inc. and trades publicly under the
ticker symbol (TSX-V: GAME) (OTCQB: MLLLF). Engine Media will
generate revenue through a combination of: direct-to-consumer and
subscription fees; streaming technology and data SaaS-based
offerings; programmatic advertising and sponsorships; as well as
intellectual property licensing fees. To date, the combined
companies clients have included more than 1,200 television, print
and radio brands including CNN, ESPN, Discovery / Eurosport, Fox,
Vice, Newsweek and Cumulus; dozens of gaming and technology
companies including EA, Activision, Blizzard, Take2Interactive,
Microsoft, Google, Twitch and Ubisoft; and have connectivity into
hundreds of millions of homes around the world through their
content, distribution and technology.
Cautionary Statement on Forward-Looking
Information
This news release contains forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of Engine Media to be
materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects" or
"does not expect", "is expected", "estimates", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will" be
taken, occur or be achieved.
The forward-looking statements and information in this press
release include, but are not limited to, statements with respect to
the Offering, the potential issuance of securities of the Company,
the amount of securities that may be issued, financial, operational
and other projections and outlooks, expectations regarding the
successful integration of recent acquisitions of WinView, Inc. and
Frankly Inc. and expectations regarding the growth and impact of
esports, or listing on NASDAQ. Such statements and information
reflect the current view of Engine Media. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause Engine Media's
actual results, performance or achievements or other future events,
to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include: expectations regarding existing
products and plans to develop, implement or adopt new technology or
products; expectations regarding the successful integration of
recent acquisitions of WinView, Inc. and Frankly Inc.; the
expectation of obtaining new customers for the Company's products
and services; requirements for additional capital and future
financing options; the completion of and our use of the proceeds of
the Offering; and, those factors discussed in the Company's
continuous disclosure documents filed with the Canadian Securities
Administrators, which may be viewed
at www.sedar.com.
Should one or more of these risks, uncertainties or other
factors materialize, or should assumptions underlying the
forward-looking information or statement prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated or expected.
Engine Media cautions that the foregoing list of material factors
is not exhaustive. When relying on the Company's forward-looking
statements and information to make decisions, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events.
Engine Media has assumed that the material factors referred
to in the previous paragraph will not cause such forward-looking
statements and information to differ materially from actual results
or events. However, the list of these factors is not exhaustive and
is subject to change and there can be no assurance that such
assumptions will reflect the actual outcome of such items or
factors. The forward-looking information contained in this press
release represents the expectations of Engine Media as of the date
of this press release and, accordingly, is subject to change after
such date. Readers should not place undue importance on forward
looking information and should not rely upon this information as of
any other date. While Engine Media may elect to do so, Engine Media
does not undertake to update this information at any particular
time except as required in accordance with applicable
laws.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE Engine Media Holdings, Inc.