Vancouver, British Columbia--(Newsfile Corp. - July 15, 2024) - Beedie Investments Ltd. ("Beedie") has entered into a credit agreement with Enthusiast Gaming Holdings Inc. (the "Company"), pursuant to which Beedie, together with a syndicate of other lenders, advanced a $20 million four-year term non-revolving loan (the "Term Loan") to the Company in accordance with the terms of a credit agreement by and among the Company and a syndicate of lenders (including Beedie) (the "Credit Agreement").
The Term Loan bears interest at a fixed rate of 14.0% per annum calculated and payable monthly in arrears. The Company will have the option until January 31, 2025 to pay the monthly interest in-kind ("PIK Interest") by adding accrued interest for that month to the outstanding principal amount of the Term Loan, which PIK Interest will accrue interest compounded monthly and be added to the outstanding principal amount of the Term Loan. After January 31, 2025, interest must be paid in cash for the remainder of the loan's term to maturity. In addition, each lender shall be entitled, upon notice to the Company, but subject to obtaining, if applicable, stock exchange and/or shareholder approval, to elect to convert all or any portion of their respective pro-rata share of the PIK Interest into common shares of the Company ("Common Shares") at a price equal to the Market Price (as defined in the TSX policy) of the Common Shares immediately prior to conversion on the Toronto Stock Exchange ("TSX"). Subject to the terms of the Credit Agreement, the Term Loan will have a term of four years from the date of the close of the Term Loan and may be prepaid, subject to certain conditions including the payment of applicable prepayment fees. The Term Loan will be guaranteed by certain Canadian and U.S. subsidiaries of the Company and secured by a second ranking security interest over substantially all of the assets of Enthusiast Gaming and the guarantor subsidiaries.
In connection with the Term Loan, the Company has issued to the lending syndicate in aggregate 37,037,037 common share purchase warrants ("Warrants"), at an exercise price of $0.135 per Common Share, equal to a 15% premium to the five consecutive trading day volume-weighted average price of the Common Shares on July 11, 2024. The Warrants will not be listed on any exchange. Each Warrant is exercisable to purchase one Common Share and will expire on July 12, 2029. Of the aggregate 37,037,037 Warrants issued by the Company, Beedie received 36,574,074 Warrants.
While there is at least $2.5 million under the Term Loan outstanding to Beedie or if Beedie owns, directly or indirectly, 10% or more of the issued and outstanding Common Shares of Common Shares on a partially-diluted basis, Beedie will be entitled to have an observer attend each meeting of the Company's board of directors (the "Board") and those of certain subsidiaries. Should Beedie own at least 10% of the issued and outstanding Common Shares, calculated on a non-diluted basis, it shall be entitled to nominate a representative to the Board for the period it continues to hold at least 10% of the Common Shares. Further, while there is at least $2.5 million under the Term Loan outstanding to Beedie or for so long as the Beedie owns, directly or indirectly, 10% or more of the issued and outstanding Common Shares of the Company on a partially-diluted basis, Beedie will be entitled to a pre-emptive right in connection with certain future equity financings by the Company to allow it to maintain its pro-rata ownership level in the Company determined on a partially-diluted basis.
Immediately prior to the issuance of the Warrants, Beedie did not, directly or indirectly, own or control any securities in the capital of the Company. If the Warrants issued to Beedie in connection with the Term Loan were converted in full into Common Shares, Beedie, directly or indirectly, would own or control a total of 36,574,074 Common Shares, representing approximately 19.02% of the issued and outstanding Common Shares immediately after entering the issuance of the Warrants on a partially diluted basis.
All of the securities held by Beedie in the Company are being held for investment purposes. Beedie may in the future take such actions in respect of its Company securityholdings as it deems appropriate in light of the market circumstances then existing, including the potential purchase of additional shares of the Company through open market purchases or privately negotiated transactions, a corporate transaction, such as a merger, reorganization or liquidation, involving the Company, or the sale of all or a portion of such holdings in the open market or in privately negotiated transactions to one or more purchasers, or Beedie may continue to hold its current positions.
A copy of the early warning report relating to the acquired Warrants will be available under the Company's profile on SEDAR+ at , and may also be obtained by contacting Beedie Investments Limited at 604-435-3321. Beedie's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.
Neither the TSX nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
