TORONTO, June 9, 2021 /PRNewswire/ - Enthusiast Gaming
Holdings Inc. ("Enthusiast Gaming" or the "Company")
(NASDAQ: EGLX) (TSX: EGLX), a media and content platform for video
game and esports fans to connect and engage, today announced the
launch of a proposed marketed public offering of common shares
("Common Shares") in the United
States and Canada. A total
of 8,000,000 Common Shares will be offered by the Company (the
"Offering").
The Company intends to use the net proceeds of the Offering
primarily to strengthen its financial position, inclusive of future
acquisitions, working capital, repayment of indebtedness and other
general corporate purposes.
As part of the Offering, certain directors and senior officers
of the Company, as well as the Company's significant shareholder,
Blue Ant Media Inc. ("Blue Ant"), will enter into 90-day
lock-up agreements.
The Offering will be conducted through a syndicate of
underwriters co-led by RBC Capital Markets and Canaccord Genuity as
joint lead bookrunning managers (the "Lead Underwriters"),
with B. Riley Securities acting as joint bookrunner and certain
other underwriters to be added to the syndicate (collectively with
the Lead Underwriters, the "Underwriters"). The Offering
will be priced in the context of the market. The issue price per
share and size of the Offering will be confirmed at a later date
commensurate with the Company entering into an underwriting
agreement with the Underwriters and Blue Ant in respect of the
Offering (the "Underwriting Agreement") and reflected in a
final prospectus supplement (the "Prospectus
Supplement").
Enthusiast Gaming and Blue Ant will also grant the Underwriters
an option (the "Over-Allotment Option") to purchase an
additional 1,200,000 Common Shares (the "Option Shares")
representing in the aggregate up to 15% of the number of Common
Shares to be sold pursuant to the Offering, solely to cover the
Underwriters' over-allocation position, if any, and for market
stabilization purposes. The Over-Allotment Option will be
exercisable by the Underwriters for a period of 30 days following
the closing of the Offering. In the event the Over-Allotment Option
is exercised, the Company, the Underwriters and Blue Ant have
agreed that, at the option of Blue Ant (the "Tag-Along
Option"), up to 50% of the Option Shares may be comprised of
Common Shares to be sold by Blue Ant, with the remaining Option
Shares to be comprised of Common Shares to be issued and sold by
the Company ("Treasury Shares"). If the Tag-Along Option is
not exercised, the entire Over-Allotment Option will be satisfied
by the Company through the issuance of Treasury Shares. Enthusiast
Gaming will not receive any of the proceeds of any sale of Common
Shares by Blue Ant. Blue Ant will not otherwise participate in the
Offering.
In connection with the Offering, the Company will file a
preliminary prospectus supplement (the "Preliminary
Supplement") dated June 9, 2021
to its final short form base shelf prospectus dated May 6, 2021 (the "Shelf Prospectus") with
the securities commissions or similar regulatory authorities in
each of the provinces of Canada,
except Quebec (the "Canadian
Jurisdictions"). The Preliminary Supplement will be filed with
the U.S. Securities and Exchange Commission as part of the
Company's registration statement on Form F-10 (the "Registration
Statement") in accordance with the multi-jurisdictional
disclosure system (MJDS) established between Canada and the
United States.
The issuance of the Common Shares pursuant to the Offering is
subject to market and other conditions, and to customary approvals
of applicable securities regulatory authorities, including the
Toronto Stock Exchange and the Nasdaq Stock Market. There can be no
assurance as to
whether or when the Offering may be completed, or as to the actual size or terms of the Offering.
The Offering will be made in Canada only by means of the Shelf Prospectus
and the Prospectus Supplement and in the
United States only by means of the Prospectus Supplement and
the Registration Statement. Such documents contain important
information about the Offering. A copy of the Preliminary
Supplement, the Prospectus Supplement and the Shelf Prospectus will
be available on SEDAR at www.sedar.com and a copy of the
Preliminary Supplement, the Prospectus Supplement
and the Registration Statement will
be available on EDGAR at www.sec.gov. Copies of
the Preliminary Supplement, Prospectus Supplement, the Shelf
Prospectus and the Registration Statement, when available, may also
be obtained from the Company, by contacting RBC Dominion Securities
Inc., 180 Wellington Street West, 8th Floor, Toronto, ON M5J 0C2, Attn: Distribution
Centre, or via telephone: 1-416-842-5349, or via email at
Distribution.RBCDS@rbccm.com.
Prospective investors should read the Shelf Prospectus,
Preliminary Supplement, Prospectus Supplement, the Registration
Statement and the documents incorporated by reference therein for
more complete information about the Company and this Offering
before making an investment decision.
No securities regulatory authority has either approved or
disapproved the contents of this news
release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any province,
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such province, state
or jurisdiction.
A Preliminary Supplement containing important information
relating to these securities will be filed with securities
commissions or similar authorities in certain jurisdictions of
Canada and with the U.S.
Securities and Exchange Commission as part of the Company's
Registration Statement. The Preliminary Supplement will be subject
to completion or amendment. Copies of the Preliminary Supplement
will be made available from the sources indicated above. There will
not be any sale or any acceptance of an offer to buy the securities
until a receipt for the final prospectus has been issued.
Enthusiast Gaming was represented by Norton Rose Fulbright
Canada LLP in Canada and Norton
Rose Fulbright US LLP in the United
States. The Underwriters were represented by Stikeman
Elliott LLP in Canada and Paul,
Weiss, Rifkind, Wharton & Garrison LLP in the United States.
About Enthusiast Gaming
Enthusiast Gaming is building the largest media and content
platform for video game and esports fans to connect and engage
worldwide. Combining the elements of its four core pillars; Media,
Talent, Esports and Experiences, Enthusiast Gaming provides a
unique opportunity and integrated approach to reach and connect
with its coveted GenZ and Millennial audience. Through its
proprietary mix of digital media and entertainment assets,
Enthusiast Gaming has built a vast network of like-minded
communities to deliver the ultimate fan experience.
Neither the TSX Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
This news release contains certain statements that may
constitute forward-looking information under applicable securities
laws. All statements, other than those of historical fact, which
address activities, events, outcomes, results, developments,
performance or achievements that Enthusiast Gaming anticipates or
expects may or will occur in the future (in whole or in part)
should be considered forward-looking information. Often, but not
always, forward-looking information can be identified by the use of
words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or variations (including negative variations) of such
words and phrases, or statements formed in the future tense or
indicating that certain actions, events or results "may", "could",
"would", "might" or "will" (or other variations of the forgoing) be
taken, occur, be achieved, or come to pass.
Forward-looking statements are based on assumptions and analyses
made by the Company in light of its experience and its perception
of historical trends, current conditions and expected future
developments, including, but not limited to, expectations and
assumptions concerning: interest and foreign exchange rates;
capital efficiencies, cost saving and synergies; growth and growth
rates; the success in the esports and media industry; and the
Company's growth plan. While Enthusiast Gaming considers these
assumptions to be reasonable, based on information currently
available, they may prove to be incorrect. Readers are cautioned
not to place undue reliance on forward-looking statements. In
addition, forward-looking statements necessarily involve known and
unknown risks, including, without limitation, risks associated with
general economic conditions; the timing and filing of the
Preliminary Supplement and Prospectus Supplement and corresponding
Registration Statement; the potential offering of any securities by
the Company; uncertainty with respect to the completion of any
future offering; the ability to obtain applicable regulatory
approvals for any contemplated offerings; the ability of the
Company to negotiate and complete future funding transactions;
adverse industry events; and future legislative, tax and regulatory
developments. Readers are cautioned that the foregoing list is not
exhaustive. For more information on the risk, uncertainties and
assumptions that could cause anticipated opportunities and actual
results to differ materially, please refer to the public filings of
Enthusiast Gaming which are available on SEDAR at www.sedar.com.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement and reflect our
expectations as of the date hereof, and thus are subject to change
thereafter. Enthusiast Gaming disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
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SOURCE Enthusiast Gaming Holdings Inc.