TORONTO, March 25, 2021 /CNW/ -- 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.