Further to its press release dated July 15, 2021, Engine Media
Holdings, Inc. ("Engine" or the "Company"; NASDAQ: GAME; TSX-V:
GAME), a gaming and next-generation media solutions company, today
announced additional information regarding its retention of ICR,
LLC, a leading strategic communications advisory firm, to manage
its investor relations program. Engine provides sports and esports
gaming experiences, along with media solutions focused on
influencer marketing, gaming, data/analytics, and programmatic
advertising. The term of the initial engagement between Engine and
ICR will run from June 1, 2021 to December 31, 2021, during which
time ICR will be paid $15,000 per month for their services. The
engagement can be extended for an additional twelve months for
$18,000 per month.
Lou Schwartz, Chief Executive Officer of Engine, commented, “We
are pleased to be working with ICR. Together, we seek to increase
our connectivity with the investment community and enhance our
investor relations. ICR has a proven track record of successfully
working with companies like Engine to expand investor
communications and ensure that new and existing analysts and
investors stay informed on important company developments. ICR was
a logical partner for us because of their world-class relationships
and in-depth knowledge of the capital markets, as well as the
media, entertainment and gaming industries. We look forward to
working with them to articulate our vision for Engine and build a
close relationship with our investors.”
Shares for Services
The Company has entered into two shares for services agreements
both dated June 29, 2021 (the "Shares for Services Agreements"),
with Jeremy Haile, who serves as the Company's Executive Vice
President of Data and Analytics and as the Chief Executive Officer
of Sideqik, Inc. ("Sideqik"), a subsidiary of the Company, and with
Tremain McGlown, who serves as the Company's Chief Commercial
Officer and as the Senior Vice President of Revenue for
Sideqik.
The Shares for Services Agreements have a three-year term. At
the end of each contract year, the Company is to pay an annual fee
to Mr. Haile and Mr. McGlown in amounts that are based on the
achievement of certain revenue targets by Sideqik. Such annual fee
is payable in whole or in part in Common Shares. The Shares for
Services Agreements provide that the number of Common Shares to be
issued will be calculated based on the closing price of the
Company's shares at the end of each contract year, with such
closing price discounted by 15%, subject to a minimum conversion
price of US$11.69. The maximum total payments to be made to Mr.
Haile over the three-year term will not exceed 128,314 Common
Shares and the maximum total payments to be made to Mr. McGlown
over the three-year term will not exceed 42,771 Common Shares.
Pursuant to TSXV Policy 4.3 – "Shares for Debt" ("Policy 4.3"),
the amount of debt that may be settled with an issuer's common
shares is subject to a maximum of $2,500 per month. As such, the
maximum annual dollar value of Common Shares that can be issued
pursuant to Policy 4.3 is $30,000 per creditor per year. The Shares
for Services Agreements provide for an aggregate maximum payment of
US$2,000,000 to Mr. Haile and Mr. McGlown, which may be satisfied
in whole or in part by the issuance of Common Shares to Mr. Haile
and Mr. McGlown. Assuming that (i) revenue targets are fully met,
(ii) the payment of annual fees is wholly satisfied by the issuance
of Common Shares, and (iii) the minimum conversion price of
US$11.69 is used in the calculation of shares to be issued, a
maximum aggregate amount of 171,085 Common Shares may be issued
pursuant to the Shares for Services Agreements.
At the Company's upcoming shareholder meeting to be held on
September 29, 2021, shareholders will be asked to approve the
Shares for Services Agreements.
About Engine Media Holdings, Inc.
Engine Media Holdings Inc. is traded publicly under the ticker
symbol (NASDAQ: GAME) (TSX-V: GAME). 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 ,
a premium video game developer and publisher with numerous console
and mobile gaming franchises; WinView Games, an industry innovator
in audience second screen play-along gaming during live events;
UMG, an end-to-end competitive esports platform enabling the
professional and amateur esports 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. 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.
About ICR
Established in 1998, ICR partners with its clients to execute
strategic communications and advisory programs that achieve
business goals, build awareness and credibility, and enhance
long-term enterprise value. The firm’s highly-differentiated
service model, which pairs capital markets veterans with senior
communications professionals, brings deep sector knowledge and
relationships to more than 750 clients in approximately 20
industries. ICR’s healthcare practice operates under the Westwicke
brand (www.westwicke.com). Today, ICR is one of the largest and
most experienced independent communications and advisory firms in
North America, maintaining offices in New York, Norwalk, Boston,
Baltimore, San Francisco and Beijing. Learn more at www.icrinc.com.
Follow us on Twitter at @ICRPR.
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. All statements, other
than statements of historical fact, included herein including,
without limitation, statements about the ICR Agreement and Shares
for Services Agreements referenced herein, including the number of
Common Shares to be issued in connection thereto, are forward
looking statements. Engine has provided such statements and
information in reliance on certain assumptions that management
believed to be reasonable at the time. 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. Risk
factors affecting the Company are identified in the Company’s
filings with Canadian securities regulators on SEDAR in Canada
(available at www.sedar.com) and with the SEC on EDGAR (available
at www.sec.gov/edgar).
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210825005777/en/
Ryan Lawrence, ICR Ryan.Lawrence@icrinc.com 332-242-4321
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