TORONTO, Aug. 19, 2020 /CNW/ -- Engine Media Holdings Inc. ("Engine" or the "Company"; TSX-V: GAME; OTCQB: MLLLD) announces that it will conduct a non-brokered private placement (the "Private Placement") of convertible debentures (the "Debentures") in the principal amount of up to US$20,000,000, and it has closed a first tranche of $5,750,000. "This financing reflects the market's confidence in Engine Media's future growth," said Tom Rogers, Engine Media's Executive Chairman, "and these funds will allow us to continue executing on our plan as we move forward with our NASDAQ up-listing."
The Debentures will mature twenty-four (24) months from the date of issuance and bear interest at a rate of 5% per annum (subject to adjustment as described below), payable on maturity. At the Company's option, interest under the Debentures is payable in kind in Common Shares at an issue price which would be based on the trading price of the Common Shares at the time of such interest payment. The interest rate under the Debentures will increase from 5% to 10% per annum on a prospective basis on December 19, 2020, if a Public Offering has not occurred by that date.
The Debenture holders may convert all or a portion of the principal amount of the Debentures into units ("Units") of the Company at a price (the "Conversion Price") equal to the lesser of (a) US$11.25 per Unit, and (b) if such conversion occurs after a public offering of securities by the Company (the "Public Offering"), a fifteen percent (15%) discount to the public offering price, provided that such conversion price shall not be less than US$7.50 per Unit. Notwithstanding the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the United States of the common shares ("Common Shares") of the Company and the exercise of warrants (the "Warrants") of the Company to be issued pursuant to the conversion of the Debentures, holders of Debentures may convert such Convertible Debentures into Units at US$7.50 per Unit.
Each Unit is comprised of one Common Share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company at an exercise price of US$15.00 per share for a period of three years from the issuance of the Debentures. Under certain circumstances, the Company shall be entitled to call for the exercise of any outstanding Warrants in the event that the closing trading price of the Common Shares on the NASDAQ is above US$30.00 per share for fifteen (15) consecutive trading days.
In the event that the Common Shares are listed for trading on the NASDAQ Capital Market and the Company completes a Public Offering for an aggregate amount of at least US$30,000,000, the Company may cause the Debentures to be converted at the Conversion Price by the Company delivering a notice to the holder not less than a minimum of 30 days and a maximum 60 days prior to the forced conversion date.
The Offering is subject to final approval from the TSX Venture Exchange.
Proceeds of the Private Placement will be used for repayment of short-term liabilities and general corporate purposes.
All securities issued pursuant to the Private Placement will be subject to a statutory hold period expiring four months and one day from closing.
Investment in One Up Group LLC
The Company anticipates issuing an additional US$3 million of convertible debentures to a shareholder of One Up Group LLC in exchange for that shareholder's transferring to the Company of its 20% equity interest in One Up Group LLC. One Up Group operates the OneUp mobile app, which allows gamers to organize and play one-on-one matches with other gamers and compete for money. "As an operator of multi-player online tournaments, Engine Media, immediately saw the value of the micro-tournament market that One Up is pioneering," said Lou Schwartz, Engine Media's Co-CEO. "We believe that the growth potential in this area is significant and that this strategic investment will provide a unique basis for collaboration between Engine Media and One Up."
The convertible debentures will have substantially the same terms as the Debentures issued as part of the Private Placement except that the US$7.50 minimum conversion price of the Debentures (as described above) will be US$9.50 for the convertible debentures issued as consideration for the 20% equity interest in One Up Group LLC.
Closing of the acquisition of a 20% equity interest in One Up and the issuance of the US$3 million convertible debenture remain subject to the approval of the TSXV.
Separately, the Company has granted Restricted Stock Units (RSUs) pursuant to the Company's Incentive Plan to the following directors and officers in the following amounts: Tom Rogers (113,095 RSUs), Lou Schwartz (147,619 RSUs), Peter Liabotis (16,384 RSUs) Steve Zenz (14,764 RSUs), Bryan Reyhani (16,773 RSUs), Hank Ratner (11,954 RSUs), and Mike Munoz (31,746 RSUs).
The Debentures, and the Common Shares and Warrants to be issued on conversion of the Debentures, have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold in the United States or to, or for the account or benefit, of a U.S. person (as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
This press release does not constitute an offer to sell or a solicitation of any offer to buy the securities in the United States, in any province or territory of Canada or in any other jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or sale would be unlawful.
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: MLLLD). 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 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, 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, statements relating to Engine's filing of a listing application with NASDAQ and any regulatory or other approvals required in connection therewith, additional closings of the Private Placement, the acquisition of a 20% equity interest in One Up and Engine's expectations for growth in its operations and business. 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.