MLLLF - Engine Media to Retire Up to US$11.6 Million of Debt Through Shares for Debt Transactions

TORONTO , Dec. 16, 2020 /PRNewswire/ -- Engine Media Holdings, Inc. ("Engine" or the "Company"; TSX-V: GAME; OTCQB: MLLLF), announces that it has reached agreement with holders of US$8 million of its convertible debentures to retire their debentures in exchange for the Company's issuance of common shares and warrants. The convertible debentures being settled are convertible into units at a conversion price ranging from US$7.50 to US$11.25 per unit, with each such unit consisting of a common share and one-half of a warrant, with each whole warrant exercisable into a common share at an exercise price of US$15 per share for a period of three years from the issuance of the debentures.  The debentures have a base interest rate of 5% that increases to 10% under certain conditions.

In exchange for settlement of the debentures, the holders will receive units of the Company equivalent to the principal amount of the debentures based on a price of US$7.50 per unit. Each unit shall be comprised of one common share and three-quarter (3/4) of a warrant, with each full warrant exercisable into a common share at an exercise price of US$15 per share for a period of three years.

The Company will be extending this offer to retire its convertible debentures on the same terms to other similarly situated holders of an additional $3.65 million of its convertible debentures.

The issuance of common shares and warrants in connection with the settlement of these debentures is subject to the approval of the TSX Venture Exchange.

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 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, the retirement of the Company's convertible debentures. 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.