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1 INVESTOR PRESENTATION OCTOBER 2021

Engine Media - Investor Deck - October 2021 - VF

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Page 1: Engine Media - Investor Deck - October 2021 - VF

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INVESTOR PRESENTATIONOCTOBER 2021

Page 2: Engine Media - Investor Deck - October 2021 - VF

This presentation contains “forward-looking statements” under applicable securities laws, that are based on management’s belief and assumptions and on information currently available to management. In some cases, you can identify forward-looking statements by the use of words such as, but not limited to, “anticipate,” “believe,” “continue,” “could,” “estimate,” “prospects,” “forecasts,” “expect,” “intend,” “if,” “may,” “will,” “plan,” “target,” “seek”, “predict,” “project,” “is/are likely to,” “potential,” or the negative of these terms or other comparable terminology.

Forward-looking statements include, but are not limited to: (i) projected financial performance of Engine Media Holdings, Inc. (the “Company”); (ii) completion of, and the use of proceeds from, the Company’s sale of securities; (iii) the expected development of the Company’s business, projects, and joint ventures; (iv) execution of the Company’s vision and growth strategy; (v) sources and availability of third-party financing for the Company’s projects; (vi) completion of the Company’s projects that are currently underway, in development or otherwise under consideration; (vi) renewal of the Company’s current customer, supplier and other material agreements; (Vii) project industry growth and media trends; and (viii) future liquidity, working capital, and capital requirements. Forward-looking statements are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the future so that they may use such beliefs and opinions as one factor in evaluating an investment. These statements are not guarantees of future performance and undue reliance should not be placed on them. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or result expressed or implied by such forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws.This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any security and does not purport to be all-inclusive or to contain all of the information that a party may require to make a full analysis of an investment decision. The contents of this presentation should be considered in conjunction with the risk factors, warnings and cautionary statements contained in the Company's published financial statements and other public filings available on www.sedar.com and www.sec.gov/edgar.

A final base shelf prospectus and a preliminary prospectus supplement containing important information relating to the securities described in this document have been filed with the securities regulatory authorities in each of the provinces of Canada, other than Quebec. In addition, a registration statement on Form F-10 (Registration No. 333-254709), including the final base shelf prospectus and the preliminary prospectus supplement have been filed with the U.S. Securities and Exchange Commission for the offering to which this document relates. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable prospectus supplement that has been filed is required to be delivered with this document. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. 2

Forward-looking Statements:

Page 3: Engine Media - Investor Deck - October 2021 - VF

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BUILDING THE ECOSYSTEM OF THE FUTURE IN SPORTS AND ESPORTS GAMING FOR CONSUMERS, PUBLISHERS, INFLUENCERS AND BRANDS

WEGOT

GAME

Page 4: Engine Media - Investor Deck - October 2021 - VF

Leadership Team

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Tom RogersExecutive Chairman

Lou SchwartzCEO

● Media/Technology executive who has shaped the communications industry

● Former Chairman of Frankly Media and WinView Games

● Founder of CNBC and MSNBC

● Previous President & CEO of Tivo

● Broadcasting Hall of Fame & the Cable Hall of Fame inductee

● Emmy Award winner for the development of advanced TV

● Seasoned technology & digital media executive

● Former CEO of Frankly Media

● Pioneer in internet video management & OTT video delivery

● Previous Chief Digital Officer at WWE

● Previous CEO of Totalmovie (acquired by Agile Content, SA)

● Founder, Chairman & CEO at Multicast (acquired by Piksel)

Page 5: Engine Media - Investor Deck - October 2021 - VF

Rudolph Cline-ThomasFounder and Managing Partner of MASTRYFounder of Player’s Technology Summit

X Lori ConklingGlobal Head of TV & Film Partnerships at YouTube

XHank RatnerFormer President & CEO of Madison Square Garden Former Vice Chairman of Cablevision

Larry RutkowskiChief Financial Officer - Petco, Warnaco & PrimediaFormer Sr. Finance, NBC and The Walt Disney Company

Board of Directors

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Page 6: Engine Media - Investor Deck - October 2021 - VF

Omar KarimChief Product Officer

David PaschkesChief Commercial Officer

Mike MunozChief Financial Officer

John WilkGeneral Counsel

Pam HegeVP of Marketing

Jason RogersVP Corporate Development

Jeremy HaileSVP of Product

Tree McGlownSVP of Revenue

Eduard MontserratHead of Stream Hatchet

David NadalHead of Eden Games

Alan PavlishHead of Product, WinView

Benj SmithHead of Frankly Media

Eric VaughnHead of WinView & UMG

Management Team

6

Digital Executive of the Year Winner

Page 7: Engine Media - Investor Deck - October 2021 - VF

● Tri-party merger of Torque Esports, Frankly Media and WinView Games in calendar Q2’20 during the COVID-19 pandemic

● Merger focused on addressing macro shifts within high growth areas such as sports gaming, esports, media, data and analytics, and targeted marketing

● Utilized calendar 2H’20 and 1H’21 to merge, integrate and position the business to capitalize on high growth potential

● Spun out non-core assets and streamlined portfolio

Accomplishments

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Page 8: Engine Media - Investor Deck - October 2021 - VF

Media Revenue Trends & Shifts

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Cable / Satellite Subscriber Fees Direct-to-Consumer Fees Linear Advertising Programmatic Ads &

Influencer Marketing

Page 9: Engine Media - Investor Deck - October 2021 - VF

Sources: Newzoo, Morgan Stanley, Influencer Marketing Hub, Research & Markets, eMarketer, Industry Research Co.

Expected High Growth Industry TrendsEsports Market Revenue ($M)

14%+ CAGR

39%+ CAGR

US Sports Betting Market Revenue ($B)

Global Influencer Marketing Platform Growth ($B)

32%+ CAGR

Global Programmatic Advertising Spending ($B)

20%+ CAGR

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Page 10: Engine Media - Investor Deck - October 2021 - VF

Engine’s Gaming & Media Assets

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FRANKLY MEDIASTREAM HATCHET SIDEQIK

Well positioned assets, capitalizing on numerous macro sector growth trends within the gaming and media landscape:

● Sports and esports competitive gaming

● Game publishing and development

● Gaming and media data analytics

● Programmatic targeted advertising

● Influencer marketing

GAMING PLATFORMS

UMG GAMING EDEN GAMESWINVIEW GAMES

MEDIA & ANALYTICS

Page 11: Engine Media - Investor Deck - October 2021 - VF

The global market leader in live video game streaming analytics

Stream Hatchet

● Generating deep consumer and audience insights across all major gaming streaming platforms at the individual streamer level

● Powering partners’ esports and gaming go-to-market strategy through influencer discovery, marketing campaign delivery, audience measurement, and competitive insights

● Key clients include YouTube Gaming, Facebook Gaming, Riot Games, Activision Blizzard, and Take-Two 11

Page 12: Engine Media - Investor Deck - October 2021 - VF

● Enabling brands, agencies, consumer packaged goods, and direct marketers to discover, connect and execute marketing campaigns with thousands of influencers

● Participating in the performance of influencer marketing campaigns

● Providing data analytics and activation across all major forms of influencer marketing globally

Market innovator in influencer marketing across all major social media platforms

Sideqik

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Page 13: Engine Media - Investor Deck - October 2021 - VF

● Programmatic and premium direct digital advertising sales on behalf of broadcasters and multi-channel publishers

● 1,200+ radio, TV and print media brands, including Newsweek and Vice Media; TV affiliates of NBC, CBS, FOX and ABC, with large radio station groups such as Cumulus; sports and esports media outlets such as VSiN and Esports Media Inc.

Multiplatform publishing, engagement and monetization platform for broadcasters and media publishers

Frankly Media

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Page 14: Engine Media - Investor Deck - October 2021 - VF

● Predictive games-of-skill contests covering both sports and esports with cash entry gaming eligibility in 85% of U.S. population1

● A social gaming experience that draws viewers closer to the action by leaning into fan passion and knowledge through predictive play-along contests

● 80 patents comprising 1,200+ patent claims. Covers key aspects of mobile sports betting including assurance of integrity during live events

● Filed patent infringement lawsuits against DraftKings and FanDuel

WinView

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Market innovator and play-along gaming platform for viewers during live events

1. Based on eligible states percentage of U.S. population from 2020 U.S. Census

Page 15: Engine Media - Investor Deck - October 2021 - VF

● Microsoft's official Gears Esports program for North and South America

● Powered Tencent’s Riot Game’s VALORANT First Strike: North America competition, the first official VALORANT esports event in NA

● Hosting thousands of esports competitors and spectators daily across UMG’s digital properties

● Premium production capabilities and creators of award nominated gaming content

UMG GamingCompetitive gaming platform powering some of the biggest events in esports

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Page 16: Engine Media - Investor Deck - October 2021 - VF

● Crossover category between traditional sports and esports

● 20+ years of experience developing and publishing award winning motorsport games

● Partner developer with EA1 of the official Formula 1Mobile Racing game

● Publishers of leading mobile racing franchise Gear.Club

Eden GamesPremium racing games developer and publisher across mobile and console

161. On December 14, 2020, Electronic Arts announced its intention to acquire Codemasters for $1.2Bn (implying a 23.8x LTM EBITDA multiple)

Page 17: Engine Media - Investor Deck - October 2021 - VF

Driving Revenue Synergies Across Our Gaming and Media Platform

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PLAYER & FANCOMMUNITIES

EDEN GAMES

WINVIEW GAMES

FRANKLY MEDIA

STREAM HATCHET

SIDEQIKUMG GAMING

PUBLISHERS, CREATORS & BRANDS

MEDIAGAMING

Page 18: Engine Media - Investor Deck - October 2021 - VF

Microsoft Case StudyUnique Multi Platform Solution

UMG GAMINGServing as principal partner for Gears Esports,

running tournament operations and production

STREAM HATCHETProviding audience analytics for Microsoft, including

global consumer viewership of Gears Esports

FRANKLY MEDIALeveraging esports and gaming publisher partnerships to amplify Gears Esports audience

WINVIEW GAMESPredictive free-to-play games embedded into the stream through a proprietary Twitch extension

GEARS ESPORT

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Page 19: Engine Media - Investor Deck - October 2021 - VF

Tencent / Riot Games Case StudyUnique Multi Platform Solution

STREAM HATCHET

Global viewership analytics solutions provider across all

esports including both League of Legends and Valorant

Sideqik

Influencer marketing and social data analytics provider for Riot Games

UMG GAMING

Served as Tournament Operations platform and broadcast provider for Valorant First Strike: North America

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Page 20: Engine Media - Investor Deck - October 2021 - VF

Major Differentiation Driving Market Relevance in High Growth Sectors

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High Growth Sectors

Sports Gaming Esports Data Analytics Influencer Marketing Programmatic Advertising

● Social competitions

● Intuitive game design creating low barrier to entry for consumers

● Games-of-skill regulatory advantage

● Catalyst for live event viewership

● Significant IP portfolio

● Vertically integrated offering including tournament platform and broadcast

● Enables immersive brand/sponsorship activations

● Efficient consumer acquisition through B2B relationships

● Drives D2C revenues and non-advertising revenue from esports viewers and players

● Granularity and depth of data across all major global live streaming and non-live social media platforms

● Product offerings that provide solutions for publishers, teams, brands, agencies, and marketers

● Ability to target and connect influencers across streaming and social media platforms globally

● Industry agnostic

● Impact and measurement performance reporting

● Leverage existing expertise and relationships into esports and gaming advertising

● Representing both inventory and sponsorship

● Utilize owned inventory to promote our properties

Mar

ket D

iffer

entia

tor

Page 21: Engine Media - Investor Deck - October 2021 - VF

FY’Q3 Highlights

UMG Gaming renewed its partnership with Microsoft's The Coalition, to continue to

serve as the principal Esports Partner for Gears Esports across both North

and South America

Eden Games and publisher partner Microids surpass 1M units sold of the Gear.Club

Unlimited franchise on Nintendo Switch and extend

partnership to bring Gear.Club Unlimited to Xbox Series X

and PlayStation 5

Frankly Media announced a partnership with Esports

Media, providing day-to-day monetization management

across Esports Media's digital properties, including the news outlet Esports.gg

Engine Media acquires Sideqik, enhancing Engine's

data and media solutions business. Sideqik will integrate with Stream

Hatchet, creating a single point of contact to analyze and activate across global

social media platforms

Stream Hatchet & SideqikWinView

WinView announced the filing of two patent infringement

lawsuits against both DraftKings and FanDuel

UMG Gaming Frankly Media Eden Games

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Page 22: Engine Media - Investor Deck - October 2021 - VF

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Blue Chip Client & Partner List

Team Envy

TSM

100 Thieves

Faze Clan

Game Publishers

Streaming Platforms

Media Companies

Consumer Brands

Talent Agencies

Esports Teams

Page 23: Engine Media - Investor Deck - October 2021 - VF

Influencer sales

commissions

Differentiation - Diversified Revenue to Peers

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esports Players

esports viewers Sports

viewersGame

publishers

esports teams

Radio & Television

broadcasters

Digital media publishers

Brand sponsors

Brand agencies

Revenue Types

Direct-to-Consumer Advertising & Marketing Revenues SaaS Platforms IP Licensing B2B Services

Reve

nue

Sour

ces

Page 24: Engine Media - Investor Deck - October 2021 - VF

Third quarter revenues of $9.6M; sequential quarterly revenue growth of 14.6%Increased 29% from $7.5 million in the first quarter of current fiscal year1

Revenue growth of 36%+ from fiscal first quarter of company consolidated financials (Q4’20)2

Sequential quarterly Adjusted EBITDA (loss) improvement of 18%24

Net income from continuing operations for fiscal third quarter of 2021 was $6.2M13

Financial Highlights

241. Q3 net income was primarily due to non-cash adjustments to the fair value of Engine’s warrant liability and convertible debt in the third quarter.2. Adjusted EBITDA is a non-IFRS measure. Please refer to our MD&A for further information on this calculation.Note: Additional information regarding the above non-audited measures can be found in our interim financial statements filings on SEDAR and/or EDGAR.

Page 25: Engine Media - Investor Deck - October 2021 - VF

Engine Media Continued Revenue Growth2

Historical Financials & Capitalization

251. Proceeds to be received if all warrants exercised: $66.1M2. Revenues do not include contributions from Sideqik | Acquisition of Sideqik occured Jul’21

Exchange: Nasdaq | TSX GAME | GAME.V

52-Week RangeAs of October 7, 2021

$3.78 - $13.40 USD

Shares Outstanding 15.4M

Warrants & Strike1

As of May 31, 2021Warrants: 5.2M

Weight Avg. EP: $12.72

Principal Value of Debt As of May 31, 2021

$8.5M USD

Cash & Cash EquivalentsAs of May 31, 2021

$21.3M USD

36%+ Revenue Growth from Q4’20 - Q3’21

Page 26: Engine Media - Investor Deck - October 2021 - VF

Esports & Gaming Peer Set*

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Company Name Ticker Market CapMillions USD

TTM RevenueMillions USD

Price/Sales

Esports Technologies Inc. EBET 312.6 0.1 2,230xSuper League Gaming SLGG 113.8 3.4 33.8xEsports Entertainment Group GMBL 143.2 8.0 17.9xEnthusiast Gaming EGLX 467.1 125.7 3.7xGameSquare Esports GSQ.CN 39.1 2.1 18.8xMotorsport Games MSGM 253.6 16.6 15.2xMean1 - 203.4 31.1 17.9Median1 - 143.2 8.0 17.9Engine Media Holdings Inc. GAME 66.7 32.5 2.1x

* Data as of intra day October 7, 2021 | All values represented in USD | Peer Set financials from public filings and has not be verified by the issuer or underwriters * Disclosure: There is inherent risks relating to the comparables, including risks in making an investment decision based on the comparables* Disclosure: If the comparables contain a misrepresentation, the investor does not have a remedy under securities legislation.1. Calculation omits the inclusion of Esports Technologies, Inc. (Ticker: EBET)

Avg. Price / Sales: 17.9x1

GAME Price / Sales: 2.1x

2,230X

Page 27: Engine Media - Investor Deck - October 2021 - VF

Peer Set Stock Price Movement

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Stock Price Since YTD’21 Highs

Stock Price Over Past 6-MonthsSince end of Q1’21

Page 28: Engine Media - Investor Deck - October 2021 - VF

Investment Highlights

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Leading integrated player driving the future of sports and esports gaming1

Positioned amidst strong industry tailwinds3

Strong quarterly revenue expansion since consumption of merger 5

Numerous near term growth catalysts4

Underpinned with unique complimentary media assets2

Page 29: Engine Media - Investor Deck - October 2021 - VF

Media Highlights

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