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Engine Media Announces Closing of Final Tranche of Convertible Debenture Financing; and Entry of $8,000,000 Standby Debenture Facility

·6 min read

TORONTO, Sept. 15, 2020 /PRNewswire/ -- Engine Media Holdings Inc. ("Engine" or the "Company"; TSX-V: GAME; OTCQB: MLLLD) announces that it has closed the final tranche of the previously announced non-brokered private placement (the "Private Placement") of convertible debentures (the "Initial Debentures") – see press release issued on August 19, 2020 for further details.

Engine Media Holdings Inc. logo (PRNewsfoto/Engine Media Holdings, Inc.)
Engine Media Holdings Inc. logo (PRNewsfoto/Engine Media Holdings, Inc.)

I. Final Tranche of Initial Debenture Offering

The second and final tranche of the Private Placement resulted in the issuance of principal amount US$1,901,393 of Initial Debentures, which together with the first tranche totals principal amount US$7,651,393 of Initial Debentures.

II. $8,000,000 Standby Debenture Facility

In addition, the Company has entered into a US$8,000,000 stand-by convertible debenture facility (the "Standby Debentures") and expects to close the first US$2,000,000 draw from this facility later this week. The Standby Debentures have substantially similar terms as the Initial Debentures, except the following: (i) the references therein to a minimum US$7.50 conversion price have been changed to US$8.90; and (ii) the Standby Debentures are only convertible into common shares of the Company, not units. The Company expects to issue 224,719 warrants in connection with this first draw of Standby Debentures, with each warrant exercisable into one common share the Company at an exercise price of US$15.00 per share for a period of two years, subject to the same acceleration clause as the warrants underlying the Initial Debentures. The remaining US$6,000,000 of convertible debentures that are issuable under this facility have substantially similar terms as the Initial Debentures, including conversion into units consisting of one share and one-half warrant, provided that the conversion price of any additional convertible debentures will be based on the market price of the common shares at the time of such subscriptions and are subject to TSXV approval.

"With the closing of the convertible debenture financings, along with the stand-by commitment for an additional US$8,000,000, the Company has sufficient funds to comfortably pursue its near-term operating plan and complete its stated plan to uplist to NASDAQ," said Engine Media Co-CEO, Lou Schwartz.

Proceeds of the Private Placement will be used for repayment of short-term liabilities and general corporate purposes.

All securities issued pursuant to the Private Placement will be subject to a statutory hold period expiring four months and one day from closing.

The Debentures, and the Common Shares and Warrants to be issued on conversion of the Debentures, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit, of a U.S. person (as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.

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: MLLLD). 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 have clients comprised of 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 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. Forward-looking information contained in this news release include, but are not limited to, statements relating to the completion and adequacy of financings, Engine's filing of a listing application with NASDAQ and any regulatory or other approvals required in connection therewith, and Engine's expectations for growth in its operations and business. In respect of the forward-looking information contained herein, Engine has provided such statements and information in reliance on certain assumptions that management believed to be reasonable at the time, including assumptions as to obtaining required regulatory approvals. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements stated herein to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release.

The forward-looking statements contained in this news release are made as of the date of this release and, accordingly, are subject to change after such date. Engine does not assume any obligation to update or revise any forward-looking statements, whether written or oral, that may be made from time to time by us or on our behalf, except as required by applicable law.

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.