(EGLX) Enthusiast Gaming Announces Proposed Offering of 8M Shares

Enthusiast Gaming Holdings Inc. (NASDAQ: 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 [email protected].

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.

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