TORONTO, December 2, 2020 / PRNewswire / – Engine Media Holdings, Inc. (TSX-V: GAME) (OTCQB: MLLLF) (“Engine media“or the”Company“) announces that its wholly owned subsidiaries Frankly Media LLC and Frankly Inc. have amended the existing secured credit facility (as amended, the”EB loan“) with the arm’s length lender EB Acquisition Company, LLC (the”Lender“), as part of the advance of a supplement US $ 1 million under the EB Loan, convertible at the option of the Lender, at a conversion price per share of US $ 11.25 (the “Conversion actionsThe US $ 5 million EB loan credit limit is now fully used.

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

As part of the amendment, the EB loan maturity date has been extended by January 5, 2021 until January 5, 2022. In addition, the company guaranteed the obligations under the EB loan and provided a security in favor of the lender over the assets of the company. In consideration for the extension of the maturity date, the Company has agreed to issue to the Lender a total of 6,666 ordinary shares of the capital of the Company at a deemed price per share equal to US $ 5.77 (the “Free actions“) and modification fees 100,000 United States dollars which is part of the principal outstanding on the EB loan. The free shares that may be issued will be subject to a holding period expiring four months and one day after the date of issue, as well as transfer restrictions under the applicable provisions. United States securities laws.

The modification of the EB loan and the issuance of the conversion shares and bonus shares have been conditionally approved by the TSX Venture Exchange (the “TSXV“), in accordance with its policies relating to private placements and loans, bonuses, finder’s fees and commissions, respectively. In the event that interest payable under the EB loan needs to be converted in the future, this conversion will be subject to upon approval by TSXV in accordance with its policies relating to actions against receivables The Company expects TSXV to approve the above transactions in a timely manner.

About Engine Media Holdings, Inc.

Engine Media is focused on accelerating new live and immersive sports and interactive gaming experiences for consumers through its partnerships with traditional and emerging media companies. The company was formed by the combination of Torque Esports Corp., Frankly Inc. and WinView, Inc. and is publicly traded under the ticker symbol (TSX-V: GAME) (OTCQB: MLLLF). Engine Media will generate revenue through a combination of direct consumer and subscription fees; streaming technology and SaaS-based data offerings; programmatic advertising and sponsorships; as well as intellectual property license fees. To date, the merged companies have served customers comprising over 1,200 television, print and radio brands, including CNN, ESPN, Discovery / Eurosport, Fox, Vice, Newsweek and Cumulus; dozens of game and tech companies including EA, Activision, Blizzard, Take 2 Interactive, Microsoft, Google, Twitch, and Ubisoft; and have connectivity to hundreds of millions of homes around the world through their content, distribution and technology.

Caution regarding forward-looking information

This press release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “anticipates”, “expects” or “does not expect”, “is expected”, “estimates”, “a l ‘intention “,” anticipates “or” does not anticipate “, or” believes “, or variations of these words and expressions or declares that certain actions, events or results” may “,” could “,” would be “,” could “or” be “undertaken, occur or be achieved. Forward-looking information contained in this press release includes, but is not limited to, statements regarding Engine Media’s obligations under the EB Loan and the Company’s business and expected sources of income. In formulating the forward-looking information contained in this press release, the management of the company has made assumptions that it considers reasonable under the circumstances, including assumptions relating to the ability of the company to meet its obligations under the EB loan. as well as assumptions about the company’s business outlook and strategy. Forward-looking information involves risks, uncertainties and other known and unknown factors which may cause Engine Media’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or under- understood by forward-looking information. Actual results could differ materially from those currently expected due to a number of factors and risks, including risks relating to general market conditions, competition, credit risk and other factors. Therefore, readers should not place undue reliance on the forward-looking information contained in this press release. The forward-looking information contained in this press release is made as of the date of this press release and the Company assumes no obligation to update or revise the forward-looking information, except as required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Engine Media Holdings, Inc.



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