Engine Media Files Final Base Shelf Prospectus

- March 25th, 2021

Engine Media Holdings, Inc. announced today it has filed a final short form base shelf prospectus and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission. The prospectus and registration statement allows the Company to offer up to US$150 million of common shares, preference shares, warrants, subscription receipts, debt securities, units, or any combination …

Engine Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) (” Engine Media ” or the ” Company “) announced today it has filed a final short form base shelf prospectus (with the securities regulators in each province of Canada except for the Province of Québec) and a corresponding shelf registration statement on Form F-10 with the U.S. Securities and Exchange Commission. The prospectus and registration statement allows the Company to offer up to US$150 million of common shares, preference shares, warrants, subscription receipts, debt securities, units, or any combination thereof (“Securities”) during the 25-month period that the shelf prospectus is effective. The specific terms of any offering of Securities, including the use of proceeds from any offering, will be set forth in a shelf prospectus supplement.

Engine Media has filed the shelf prospectus and corresponding registration statement in order to provide the Company with greater financial flexibility going forward but has no immediate plans to offer or issue any Securities at this time. The registration statement is not yet effective, and the Securities may not be sold, nor may offers to buy, be accepted prior to the time the registration statement becomes effective.

A copy of the final short form base shelf prospectus can be found on SEDAR at www.sedar.com and a copy of the registration statement can be found on EDGAR at www.sec.gov . A copy of the prospectus and registration statement may also be obtained on request without charge from the Secretary of the Company at its head office at 33 Whitehall Street, 8th Floor, New York, NY 10004.

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 the Securities in any province, state, or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration of such Securities under the securities laws of any such jurisdiction.

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, but are not limited to, statements with respect to the filing of any prospectus supplement filed in connection with the (final) base shelf prospectus, 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.

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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