Engine Media Announces Closing of US$2.05 Million Convertible Debenture Financings

TORONTO, Oct. 16, 2020 /CNW/ -- Engine Media Holdings, Inc. ("Engine" or the "Company"; TSX-V: GAME; OTCQB: MLLLF) announces that it has closed a first tranche of principal amount US$1.05 million of the previously announced first US$2,000,000 draw of an $8,000,000 stand-by convertible debenture facility – see the press releases issued on September 15, 2020 and August 19, 2020 for further details.  The Company expects to close the balance of the first tranche in the next few weeks.  The warrants issuable to the debenture holders under this financing are conditional on completing the full $2 million draw.

In addition, the Company has closed a principal US$1 million convertible debenture financing which has similar terms to the convertible debentures issued on August 19, 2020 and September 15, 2020 which are convertible into units of the Company, except the references therein to US$7.50 have been changed to US$7.80.

All securities issued pursuant to the financings 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: 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 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 closing of the balance of the first draw from the stand-by convertible debenture facility, 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.