Torque Esports Announces Name Change and Consolidation
Aug 10, 2020, 17:40 ET
TORONTO, Aug. 10, 2020 /PRNewswire/ -- Torque Esports Corp. (TSX-V: GAME) (OTCQB: MLLLF) ("Torque" or the "Company") is proceeding to change its name to Engine Media Holdings, Inc. In addition, in connection with the Company's application to list its common shares for trading on NASDAQ Capital Market ("NASDAQ"), it will consolidate its common shares on the basis of 15 pre-consolidated common shares to one (1) post-consolidated common share (the "Consolidation"). It is expected that the Company's common shares will commence trading under its new name and on a post-consolidated basis under the ticker symbol "GAME" effective at market opening on August 13, 2020.
The trading symbol for the common shares on the OTCQB will change to "MLLLD" for a period of 20 trading days after the Consolidation is effected, after which the 'D' will be removed and the Company's trading symbol will revert back to "MLLLF".
The listing of Torque's shares on NASDAQ will be subject to a number of regulatory requirements, including registration of its common shares with the SEC and a determination by the NASDAQ that Torque has satisfied all applicable listing requirements. A NASDAQ trading date will be made public once all regulatory formalities are satisfied.
Immediately prior to completion of the Consolidation, the Company has 113,791,659 common shares issued and outstanding. After giving effect to the Consolidation, the Company will have approximately 7,586,110 common shares issued and outstanding, subject to the rounding of fractional common shares.
No fractional common shares will be issued as a result of the Consolidation. All fractional common shares resulting from the Consolidation will be rounded down to the nearest whole number of common shares. The Company's outstanding incentive stock options, convertible debentures and warrants will be adjusted on the same basis (15:1) to reflect the Consolidation in accordance with their respective terms, with proportionate adjustments being made to exercise prices.
Registered shareholders will receive a letter of transmittal from the Company's transfer agent, Computershare Investor Services Inc., providing instructions on how to exchange their share certificates representing pre-Consolidation common shares for new share certificates or Direct Registration Advice (DRS) representing post-Consolidation common shares to which they are entitled as a result of the Consolidation. No action is required by non-registered shareholders (shareholders who hold their common shares through an intermediary) to effect the Consolidation.
Update on AIS Acquisition
The Company expects to formally complete the acquisition of Allinsports (see press release of April 22, 2020) in early September. As a result of the Consolidation, the Company will issue 966,667 post-Consolidation common shares to complete the acquisition.
More About Torque Esports
Torque is focused on accelerating new, live, immersive esports and interactive gaming experiences for consumers through its partnerships with traditional and emerging media companies and providing online interactive technology platforms and monetization services. To date, Torque's combined companies have clients comprising 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.
Torque Esports brands and businesses include UMG, Stream Hatchet, Eden Games, IDEAS + CARS, The-Race.com, WTF1 and Allinsports - for more information visit: www.torqueesport.com; Frankly and its wholly-owned subsidiary Frankly Media LLC, which provides a complete suite of online content and monetization solutions - for more information visit: www.franklymedia.com; and WinView, Inc., a Silicon Valley-based company, a pioneer in mobile gaming and interactive second screen viewing and the owner of a portfolio of foundational patents in the field of interactive media - for more information visit: www.winview.tv.
For more information, visit www.torqueesport.com
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 Torque 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. Forward-looking information contained in this news release include, but are not limited to, statements relating to the Torque's filing of a listing application with NASDAQ and any regulatory or other approvals required in connection therewith and Torque's expectations for growth in its operations and business. In respect of the forward-looking information contained herein, Torque 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. Torque 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 Torque Esports Corp.
