Enthusiast Gaming Closes $10m Loan From Aquilini Gameco
Jun 24, 2019
TORONTO,-- Enthusiast Gaming Holdings Inc. (TSXV: EGLX) (OTCQB: EGHIF), (“Enthusiast” or the “Company”), a gaming company building the largest community of authentic gamers, is pleased to announce that it has closed the $10,000,000 bridge loan (the “Bridge Loan”) from Aquilini GameCo Inc. (“GameCo”) (as previously announced on May 31, 2019).
Proceeds from the Bridge Loan will be used by Enthusiast to continue executing on its buy and build growth strategy and will allow the Company to capitalize on accretive growth opportunities.
Eric Bernofsky, COO of Enthusiast commented, “This loan from Aquilini GameCo is an important step for Enthusiast to continue executing on its growth strategy. Further, the additional funds give us the opportunity to review other potential acquisition targets.”
Pursuant to the terms of the loan agreement with GameCo dated May 30, 2019 (the “Loan Agreement”), interest shall accrue on the loan at the rate of 8% per annum. All principal and interest under the Bridge Loan will be due and payable by Enthusiast to GameCo on the earlier of: (a) June 20, 2020, and (b) the closing of the plan of arrangement with J55 Capital Corp. and GameCo. Enthusiast will be entitled to prepay all or a part of the Bridge Loan at any time, from time to time, without bonus or penalty. Pursuant to the terms of the Loan Agreement, Enthusiast has paid GameCo a $300,000 administrative fee.
On May 31, 2019, Enthusiast announced that it had entered into an arrangement agreement (the “Arrangement”) with J55 Capital Corp. (“J55”) and GameCo. Pursuant to the Arrangement, J55 has agreed to acquire all of the outstanding common shares of Enthusiast Gaming in exchange for common shares of J55 on the basis of 4.22 J55 common shares for each one Enthusiast common share.
In connection with the Arrangement, GameCo announced on June 19, 2019 the closing of its bought deal private placement (the “GameCo Offering”). The GameCo Offering includes unsecured convertible debentures (“Debentures”) at a conversion price of $0.45 for a total principal amount of $10,000,000. The Debentures will mature on the date (the “Maturity Date”) that is the earlier of: (i) June 30, 2020, and (ii) the closing date of the Arrangement.
The proceeds from the Bridge Loan were extended by GameCo to Enthusiast on completion of the GameCo Offering.
The completion of the arrangement remain subject to the closing conditions set out in the Arrangement, including approval of the TSXV Venture Exchange and the approval of the requisite majority of the shareholders of J55 and Enthusiast, as applicable.
About Enthusiast Gaming
Founded in 2014, Enthusiast Gaming is the largest vertically integrated video game company and has the fastest-growing online community of video gamers. Through the Company’s unique acquisition strategy, it has a platform of over 80 owned and affiliated websites and currently reaches over 150 million monthly visitors with its curated content and over 50 million YouTube visitors. Enthusiast also owns and operates Canada’s largest gaming expo, Enthusiast Gaming Live Expo, EGLX, (eglx.ca) with approximately 55,000 people attending in 2018. For more information on the Company, visit www.enthusiastgaming.com.
Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact are forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend", “estimate” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the completion of the transactions referred to in this press release (the “Transactions”) and the timing for their completion; the satisfaction of closing conditions which include, without limitation: (i) required shareholder approval, (ii) necessary court approval, (iii) receipt of any required approvals, (iv) certain termination rights available to the parties under the Arrangement, (v) obtaining the necessary approvals from the TSXV, (vi) other closing conditions, including compliance by the parties with various covenants contained in the Arrangement, (vii) statements with respect to the effect of the Transactions on the parties; and (viii) statements with respect to the anticipated benefits associated with the Transactions.
Forward-looking statements are based on certain assumptions regarding Enthusiast, GameCo and J55, including the completion of the Transactions, anticipated benefits from such Transactions, and expected growth, results of operations, performance, industry trends and growth opportunities. While Enthusiast, J55 and GameCo consider 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.
The assumptions of Enthusiast, GameCo and J55, although considered reasonable by them at the time of preparation, may prove to be incorrect. In addition, forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with general economic conditions; adverse industry events; future legislative, tax and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the inability to implement business strategies; competition; currency and interest rate fluctuations and other risks. Among other things, there can be no assurance that the Transactions will be completed or that the anticipated benefits from such Transactions will be achieved. Readers are cautioned that the foregoing list is not exhaustive. 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. 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 which are available on SEDAR at www.sedar.com. 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, GameCo and J55, disclaim 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 law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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