Engine Media Files Preliminary Base Shelf Prospectus

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Engine Media Files Preliminary Base Shelf Prospectus

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

Canada NewsWire

TORONTO, Nov. 17, 2020 /CNW/ -- Engine Media Holdings, Inc.. (TSXV: GAME; OTCQB: MLLLF) ("Engine Media" or the "Company") has filed a preliminary short form base shelf prospectus (the "Prospectus") with the securities commissions in each of the provinces and territories of Canada, except Québec.

When made final or effective, the Prospectus will allow Engine Media to offer up to a maximum amount of US$200,000,000 of common shares, preferred shares, debt securities, warrants, subscription receipts, units or any combination thereof (collectively, the "Securities") from time to time over the 25-month period that the Prospectus, including any amendments or supplements thereto, remains effective. Unless otherwise indicated in a prospectus supplement relating to a particular offering, the Company intends to use the net proceeds from any potential sale of the Securities for working capital requirements or for other general corporate purposes, including, but not limited to, investments in product development and market development activities necessary to commercialize our products and services.

The Company filed the Prospectus to enhance its financial flexibility but has no immediate intentions to undertake an offering. Should the Company decide to offer securities during the 25-month effective period, the specific terms, including the use of proceeds from any offering, will be set forth in a prospectus supplement to the final base shelf prospectus, which will be filed with the applicable Canadian securities regulatory authorities.

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.

A copy of the Prospectus can be found on SEDAR at www.sedar.com.

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 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, but are not limited to, statements with respect to the filing of the (final) base shelf prospectus and any prospectus supplement filed in connection therewith, the potential issuance of securities of the Company, the amount of securities that may be issued and the use of proceeds under the (final) base shelf prospectus and any prospectus supplement filed in connection therewith, financial, operational and other projections and outlooks, expectations regarding the successful integration of recent acquisitions of WinView, Inc. and Frankly Inc. and expectations regarding the growth and impact of esports. 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, as well as expectations regarding expansion and acceptance of the Company's brand and products to new markets; estimates and projections regarding the industry in which the Company operates and adoption of technologies, including expectations regarding the growth and impact of esports; requirements for additional capital and future financing options; the risks inherent in international operations; marketing plans; ability to compete with our competitors and their technologies; the availability of intellectual property protection for the Company's products, and the ability to expand and exploit the Company's intellectual property; statements related to the expected or potential impact of the novel coronavirus COVID-19 pandemic; the completion of and our use of the proceeds of any offering; and, those factors discussed in the section entitled "Risk Factors" in the Prospectus 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. 

Not for distribution to United States newswire services or for dissemination in the United States. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/November2020/17/c3328.html

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