$200,000,000 Short Form Base Shelf Prospectus https://sedar.com/GetFile.do?lang=EN&docClass=9&issuerNo=00032457&issuerType=03&projectNo=03136018&docId=4834603
PRELIMINARY SHORT FORM BASE SHELF PROSPECTUS
New Issue November 16, 2020
ENGINE MEDIA HOLDINGS, INC.
US$200,000,000
Common Shares
Preference Shares
Warrants
Debt Securities
Units
Engine Media Holdings, Inc. ("Engine", the "Company", "we" or "us") may offer and issue from time to time common shares
of the Company ("Common Shares"), preference shares of the Company ("Preference Shares", and together with Common
Shares, the "Shares"), warrants to purchase Common Shares ("Warrants"), debt securities (the "Debt Securities"), or any
combination thereof ("Units" and collectively with all of the foregoing, the "Securities") up to an aggregate initial offering
price of US$200,000,000 (or the equivalent thereof if the Securities are denominated in any other currency or currency unit)
during the 25-month period that this short form base shelf prospectus (this "Prospectus"), including any amendments hereto,
remains effective. Securities may be offered in amounts, at prices and on terms to be determined based on market conditions
at the time of sale and set forth in one or more accompanying prospectus supplements (collectively or individually, as the case
may be, a "Prospectus Supplement").
All information required to be included in a short form