TORONTO, Feb. 26, 2021 /CNW/ -- Engine Media Holdings,
Inc. (TSXV: GAME; OTCQB: MLLLF) ("Engine
Media" or the "Company") announces that is has
closed the previously announced private placement of 2,000,000
units (the "Units") for gross proceeds of US$15,000,000 at a price of US$7.50 per Unit (the "Offering").
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.
The Company paid cash commissions to eligible finders under the
Offering totaling $229,506.08 and
also issued the following securities as partial payment of
commissions to finders: 13,966 Units; and, 44,567 finders warrants,
with each finder warrant exercisable into a common share at an
exercise price of US$15.00 per share for 3 years subject to
the same acceleration terms described above.
All securities issued under the Offering are subject to a hold
period of four months and one day from the closing.
Related Party Transaction
In connection with the Offering, certain directors and officers
of the Company (the "Insiders") acquired 60,811 Units. The
participation of Insiders in the Offering constitutes a "related
party transaction", as such terms are defined by Multilateral
Instrument 61-101 - Protection of Minority Security Holders
in Special Transactions ("MI 61-101"). The Company is
relying on an exemption from the formal valuation requirements of
MI 61-101 available on the basis of the securities of the Company
not being listed on specified markets, including the Toronto Stock
Exchange, the New York Stock Exchange, the American Stock Exchange,
the NASDAQ or certain overseas stock exchanges. The Company is also
relying on the exemption from minority shareholder approval
requirements under MI 61-101 as the fair market value of the
participation in the Offering by the Insiders does not exceed 25%
of the market capitalization of the Company.
EB Convertible Debenture
Further to the Company's January 26,
2021 press release, EB Acquisition Company, LLC has
converted its US$5 million secured
loan into a US$5 million secured
convertible debenture (the "Convertible Debenture") which is
convertible into units of the Company at a conversion price of
US$10.25 per unit, with each unit
comprised of one common share and one-half of a warrant, with each
whole warrant exercisable into a common share at an exercise price
of US$15.00 per share for a period of
three years from the issuance of the Convertible Debenture.
The Convertible Debenture has a term of three years.
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 Holdings Inc. is traded publicly under the ticker
symbol (TSX-V: GAME) (OTCQB: MLLLF). The organization is focused on
developing premium consumer experiences and unparalleled technology
and content solutions for partners in the esports, news and gaming
industry. The company's subsidiaries include Stream Hatchet; the
global leader in gaming video distribution analytics; Eden
Games , a premium video game developer and publisher with
numerous console and mobile gaming franchises; WinView Games, an
industry innovator in audience second screen play-along gaming
during live events; UMG, an end-to-end competitive esports platform
enabling the professional and amateur esport community with
tournaments, matches and award nominating content; and Frankly
Media, a digital publishing platform empowering broadcasters to
create, distribute and monetize content across all channels.
Engine Media generates revenue through a combination of
direct-to-consumer and subscription fees; streaming technology and
data SaaS-based offerings; programmatic advertising and
sponsorships. To date, the combined companies' clients have
included more than 1,200 television, print and radio brands, dozens
of gaming and technology companies, and have connectivity into
hundreds of millions of homes around the world through their
content, distribution and technology services.
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, financial, operational and other projections and
outlooks, and expectations. 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; 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.
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SOURCE Engine Media Holdings, Inc.