Engine Media Completes Acquisition of Interest in Mobile Game Company One Up Group, LLC

TORONTO, Aug. 25, 2020 /CNW/ -- Engine Media Holdings Inc. ("Engine" or the "Company"; TSX-V: GAME; OTCQB: MLLLD) has completed the previously announced acquisition of a 20.48% interest in mobile game company One Up Group, LLC ("One Up"), currently held by a One Up shareholder. 

The purchase price will be satisfied by the Company's issuance of principal amount US$3 million convertible debentures (the "Debenture"), with the Debenture having the same terms as the Company's convertible debenture financing announced on August 19, 2020 except that the references therein to US$7.50 have been changed to US$9.50 in for the Debenture.  Maturing 24 months from issuance, the Debenture will carry an interest rate of 5% per annum and the principal amount is convertible into units of the Company at a minimum of USD$9.50 per unit.  Each unit will consist of one Engine common share and one-half of one common share purchase warrant, with each whole warrant being exercisable into one common share at USD$15 for a three (3) year period.

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. 

All securities issued pursuant to the above-referenced transaction will be subject to a statutory hold period expiring four months and one day from closing.

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. Securitis Act") or any U.S. state securities laws and may not be offered or sold in the United States 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.  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.

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