Engine Media Holdings engages ICR to build out Investor Relations Programme
Engine Media Holdings, Inc. a gaming and next-generation media solutions company, has announced additional information regarding its retention of ICR, LLC, a strategic communications advisory firm, to manage its investor relations programme.
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, Engine Media: “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.”
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.
