Exhibit
4.9


 


FORM
51-102F3


MATERIAL
CHANGE REPORT


 


	Item
    1.	Name
    and Address of Company


 


Engine
Media Holdings, Inc.


3000
- 77 King Street West


 P.O.
Box 95, TD Centre North Tower


 Toronto,
Ontario M5K 1G8


 


	Item
    2. 	Date
    of Material Change


 


January
26, 2021


 


	Item
    3. 	News
    Release


 


A
news release was issued and disseminated on January 26, 2021 through the facilities of CNW Newswire and subsequently filed on
the System for Electronic Document Analysis and Retrieval (www.sedar.com).


 


	Item
    4. 	Summary
    of Material Change


 


Engine
Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) (“Engine Media” or the “Company”) has closed
the final tranche of 966,296 units (the “Units”) for gross proceeds of US$7,247,222.50 of the previously announced
non-brokered private placement of units at a price of US$7.50 per Unit (the “Offering”). Together with the
first tranche closing, the Company issued a total of 2,371,747 Units for gross proceeds of US$17,788,105.


 


The
proceeds of the Offering will be allocated to marketing and advertising of the Company’s product offerings, product development
initiatives for UMG, WinView and Stream Hatchet, and general working capital purposes.


 


Under
the terms of the US$5 million secured credit facility (the “EB Loan”) with arm’s length lender EB Acquisition
Company, LLC (“EB LLC”), the EB Loan is to be repaid upon the Company completing an equity financing of at
least US$15 million, which is the case with respect to the Offering.


 


The
Company and EB LLC have agreed that in lieu of repayment of the EB Loan, the US$5 million principal amount will now be subject
to a secured convertible debenture which is convertible into units of the Company at a conversion price of US$10.25 per unit,
with each unit comprised of one common share and one-half of a warrant.


 


	Item
    5. 	Full
    Description of Material Change


 


5.1
Full Description of Material Change


 


See
Schedule “A” attached hereto.


 






    	 



    	Page 2



    


 


5.2 Disclosure
for Restructuring Transactions


 


Not
applicable.


 


	Item
    6.	Reliance
    on subsection 7.1(2) of National Instrument 51-102


 


The
report is not being filed on a confidential basis.


 


	Item
    7. 	Omitted
    Information


 


No
significant facts have been omitted from this report.


 


	Item
    8. 	Executive
    Officer


 


The
following officer of the Company may be contacted for further information:


 


	 	Lou
                                         Schwartz

        info@enginemediainc.com



 


	Item
    9.	Date
    of Report


 


This
report is dated this 27th day of January, 2021.


 




    	 



    	 	 	 



    


 


SCHEDULE
“A”


 




 


Engine
Media Announces Final Tranche Closing of Private Placement


Total
Proceeds of US$17.8 Million Raised from the Offering


 


NOT
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES


 


TORONTO,
ON, (January 26, 2021) – Engine Media Holdings, Inc. (TSXV: GAME; OTCQB: MLLLF) (“Engine Media” or
the “Company”) announces that is has closed the final tranche of 966,296 units (the “Units”) for
gross proceeds of US$7,247,222.50 of the previously announced non-brokered private placement of units (the “Units”)
at a price of US$7.50 per Unit (the “Offering”). Together with the first tranche closing, the Company issued
a total of 2,371,747 Units for gross proceeds of US$17,788,105. Each Unit consists of one common share of the Company and one-half
of one common share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to acquire one additional
share of the Company at a price of US$15.00 per share for a period of 3 years provided that: (i) if the common shares are listed
for trading on NASDAQ, (ii) the Company completes an offering of securities under a short form prospectus for an aggregate amount
of at least US$30,000,000, and (iii) the closing price of the common shares on NASDAQ is US$30.00 or greater for a period of 15
consecutive trading days, then the Company may accelerate the expiry date of the Warrants to the 30th day after the
date written notice is provided to the holders.


 


The
proceeds of the Offering will be allocated to marketing and advertising of the Company’s product offerings, product development
initiatives for UMG, WinView and Stream Hatchet, and general working capital purposes.


 


As
part of the final tranche closing of the Offering, the Company paid cash commissions to eligible finders under the Offering totaling
$205,652.05 and also issued the following securities as partial payment of commissions to finders: 12,752 Units; and, 40,040 finders
warrants, with each finder warrant exercisable into a common share at an exercise price of US$15.00 per share for 3 years subject
to the same acceleration terms described above.


 


All
securities issued under the Offering are subject to a hold period of four months and one day from the closing.


 


EB
Acquisition Credit Facility


 


Under
the terms of the US$5 million secured credit facility (the “EB Loan”) with arm’s length lender EB Acquisition
Company, LLC (“EB LLC”), the EB Loan is to be repaid upon the Company completing an equity financing of at
least US$15 million, which is the case with respect to the Offering.


 




    	



    	Page A2



    

 


The
Company and EB LLC have agreed that in lieu of repayment of the EB Loan, the US$5 million principal amount will now be subject
to a secured convertible debenture (the “Convertible Debenture”) which is convertible into units of the Company
at a conversion price of US$10.25 per unit, with each unit comprised of one common share and one-half of a warrant, with each
whole warrant exercisable into a common share at an exercise price of US$15.00 per share for a period of three years from the
issuance of the Convertible Debenture. The issuance of the Convertible Debenture is subject to the approval of the TSX Venture
Exchange.


 


This
press release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing
securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”)
or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit
of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable
exemption from such registration requirements. This press release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.


 


This
news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
Securities in any jurisdiction in which an offer, solicitation or sale would be unlawful prior to registration or qualifications
under the securities laws of any such jurisdiction.


 


For
Further Information


 


Paul
Ryan, pryan@enginemediainc.com 678-644-0404


Lou
Schwartz, info@enginemediainc.com


 


About
Engine Media Holdings, Inc.


 


Engine
Media is focused on accelerating new, live, immersive esports and interactive gaming experiences for consumers through its partnerships
with traditional and emerging media companies. The company was formed through the combination of Torque Esports Corp., Frankly
Inc., and WinView, Inc. and trades publicly under the ticker symbol (TSX-V: GAME) (OTCQB: MLLLF). Engine Media will generate revenue
through a combination of: direct-to-consumer and subscription fees; streaming technology and data SaaS-based offerings; programmatic
advertising and sponsorships; as well as intellectual property licensing fees. To date, the combined companies clients have included
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.


 




    	



    	Page A3



    

 


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 Media 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.


 


The
forward-looking statements and information in this press release include, financial, operational and other projections and outlooks,
expectations regarding the successful integration of recent acquisitions of WinView, Inc. and Frankly Inc. and expectations regarding
the growth and impact of esports. Such statements and information reflect the current view of Engine Media. By their nature, forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause Engine Media’s actual results,
performance or achievements or other future events, to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include: expectations regarding existing products and plans
to develop, implement or adopt new technology or products; expectations regarding the successful integration of recent acquisitions
of WinView, Inc. and Frankly Inc.; the expectation of obtaining new customers for the Company’s products and services; requirements
for additional capital and future financing options; the completion of and our use of the proceeds of the Offering; and, those
factors discussed in the Company’s continuous disclosure documents filed with the Canadian Securities Administrators, which
may be viewed at www.sedar.com.


 


Should
one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information
or statement prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated,
believed, estimated or expected. Engine Media cautions that the foregoing list of material factors is not exhaustive. When relying
on the Company’s forward-looking statements and information to make decisions, investors and others should carefully consider
the foregoing factors and other uncertainties and potential events.


 


Engine
Media has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements
and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is
subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
The forward-looking information contained in this press release represents the expectations of Engine Media as of the date of
this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward
looking information and should not rely upon this information as of any other date. While Engine Media may elect to do so, Engine
Media does not undertake to update this information at any particular time except as required in accordance with applicable laws.


 


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.