Engine Media Announces Fully Committed $15 Million in Private Placement; Brings Total Capital Raised to $33 Million

Engine Media Executive Chairman Tom Rogers and CEO Lou Schwartz among Strategic Investors in Capital Raise

TORONTO, Feb. 22, 2021 /PRNewswire/ -- Engine Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) ("Engine Media" or the "Company") announced today that it has received commitments for its previously disclosed $15 million private placement bringing its total capital raised to approximately $33 million (together with the closings in January 2021). Joining with Engine Media Executive Chairman Tom Rogers, CEO Lou Schwartz and Board Member Hank Ratner as one of the lead investors in the capital raise is Marc Lustig, the founder and former Chairman of Origin House and a highly regarded entrepreneur and investor. 

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

The current non-brokered private placement will be comprised of 2,000,000 units (the "Units") at a price of US$7.50 per Unit (the "Offering") for gross proceeds of USD $15 million. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant (a "Warrant"). Each whole Warrant will entitle 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 million 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 current US$15 million private placement is expected to be formally completed in the next few days.  An update press release will be issued at that time.

Commenting on the successful capital raise Mr. Schwartz said: "We are extremely pleased to have completed this financing, which was oversubscribed and reflected the growing interest and excitement from investors in our esports, gaming, media and data businesses. With this financing soon to be formally completed, we have the financial resources to invest in our business and capitalize on the numerous growth opportunities in front of us."

Separately, the Company announced that Lawrence Rutkowski who was appointed to the Board of Directors in January 2021 and is member of the Audit Committee will become Chairman of that committee. Steve Zenz who had served as Chairman of the Audit Committee and was a member of the Board of Directors for Frankly Media, Inc. since 2016 – one of three companies that merged to form Engine Media -- is resigning from the company's Board of Directors, effective Friday, February 26, 2021.

"Given the completion of the merger, the significant progress on key integration initiatives, completion of the annual audit and the success of this financing, I believe the company is well-positioned and that now is the right time for me to step away," said Mr. Zenz. "I have been looking to reduce my work and Board responsibilities but wanted to ensure that Engine was well on its way to success. I can say that with full confidence and a real appreciation to the management team and this Board for their efforts."

Mr. Rogers added, "I want to thank Steve for his dedication to Frankly and Engine Media and his excellent stewardship of the Audit Committee as we navigated through many complicated issues in merging three different companies. On behalf of the entire Board, we wish him very well. Larry Rutkowski, who has years of experience as a public and private company CFO, will make an excellent Audit Committee Chairman, continuing to ensure the right strategic advice and financial governance of the company."

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, premium video game developer and publisher with numerous console and mobile gaming franchises; WinView Games, the industry leader in audience second screen play-along gaming during live event; 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; as well as intellectual property licensing fees. 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, expectations regarding the Company's agreement with Newsweek and the benefits to accrue thereunder.  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; the completion of and our use of the proceeds of the Offering; 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.

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