Engine Media Announces Amendment to Existing Frankly Inc. Loan Facility

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Engine Media Announces Amendment to Existing Frankly Inc. Loan Facility

Engine Media Holdings, Inc. (TSX-V: GAME) (OTCQB: MLLLF) (“Engine Media” or the “Company“) announces that its wholly-owned subsidiaries Frankly Media LLC and Frankly Inc. have amended the existing secured credit facility (as amended, the “EB Loan“) with arm’s length lender EB Acquisition Company, LLC (the “Lender“), in connection with the advance of an additional US$1 million under the EB Loan, which is convertible at the option of the Lender, at a conversion price per share of US$11.25 (the “Conversion Shares“). The credit limit under the EB Loan of US$5 million is now fully drawn.

In connection with the amendment, the maturity date of the EB Loan has been extended from January 5, 2021 until January 5, 2022. Additionally, the Company has guaranteed the obligations under the EB Loan and has granted a security interest in favour of the Lender over the assets of the Company.  In consideration of the extension of the maturity date, the Company has agreed to issue to the Lender an aggregate of 6,666 common shares in the capital of the Company at a deemed price per share equal to US$5.77 (the “Bonus Shares“) and an amendment fee of US$100,000 which forms part of the outstanding principal under the EB Loan. The Bonus Shares issuable will be subject to a hold period expiring four months and a day following the date of issuance, as well as restrictions on transfer under applicable United States securities laws.

The amendment to the EB Loan and the issuance of the Conversion Shares and Bonus Shares have been conditionally approved by the TSX Venture Exchange (the “TSXV“), pursuant to its policies regarding private placements and loans, bonuses, finder’s fees and commissions, respectively. In the event any interest payable under the EB Loan is to be converted in the future, such conversion will be subject to the approval of the TSXV pursuant to its policies regarding shares for debt. The Company expects the TSXV to provide final approval for the aforementioned transactions in due course.

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