Engine Media Announces Amendment to Existing Frankly Inc. Loan Facility

TORONTO, Dec. 2, 2020 /CNW/ -- 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 arm's length lender EB Acquisition Company, LLC (the "Lender"), in connection with the advance of an additional US$1 million under the EB Loan, which is convertible at the option of the Lender, at a conversion price per share of US$11.25 (the "Conversion Shares"). The credit limit under the EB Loan of US$5 million is now fully drawn.

In connection with the amendment, the maturity date of the EB Loan has been extended from January 5, 2021 until January 5, 2022. Additionally, the Company has guaranteed the obligations under the EB Loan and has granted a security interest in favour of the Lender over the assets of the Company.  In consideration of the extension of the maturity date, the Company has agreed to issue to the Lender an aggregate of 6,666 common shares in the capital of the Company at a deemed price per share equal to US$5.77 (the "Bonus Shares") and an amendment fee of US$100,000 which forms part of the outstanding principal under the EB Loan. The Bonus Shares issuable will be subject to a hold period expiring four months and a day following the date of issuance, as well as restrictions on transfer under applicable United States securities laws.

The amendment to the EB Loan and the issuance of the Conversion Shares and Bonus Shares have been conditionally approved by the TSX Venture Exchange (the "TSXV"), pursuant to its policies regarding private placements and loans, bonuses, finder's fees and commissions, respectively. In the event any interest payable under the EB Loan is to be converted in the future, such conversion will be subject to the approval of the TSXV pursuant to its policies regarding shares for debt. The Company expects the TSXV to provide final approval for the aforementioned transactions in due course.

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 have served clients comprised of 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, Take 2 Interactive, 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 information. Often, but not always, forward-looking information 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, statements regarding Engine Media's obligations under the EB Loan and the business of the Company and its anticipated sources of revenues. In making the forward-looking information contained in this news release, management of the Company has made assumptions which they believe to be reasonable in the circumstances, including assumptions relating to the Company's ability to perform its obligations under the EB Loan as well as assumptions regarding the Company's prospects and business strategy.  Forward-looking information 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 information. Actual results could differ materially from those currently anticipated due to a number of factors and risks, including risks relating to general market conditions, competition, credit risk and other factors. Accordingly, readers should not place undue reliance on forward-looking information contained in this news release. The forward-looking information contained in this news release are made as of the date of this release and, the Company assumes no obligation to update or revise any 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.

Paul Ryan, [email protected] 678-644-0404; or Lou Schwartz, CEO [email protected]