Form 6-K Enthusiast Gaming Holdin For: May 04
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of May 2021
Commission File Number: 001-40331
Enthusiast Gaming Holdings Inc.
(Exact name of registrant as specified in its charter)
90 Eglinton Avenue East, Suite 805, Toronto, ON, M4P 2Y3
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F Form 40-F X
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1). _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
EXHIBIT INDEX
Exhibit No: | Description | |
99.1 | Qualification Certificate, dated May 3, 2021. | |
99.2 | Decision Document (Preliminary), filed May 4, 2021 | |
99.3 | Press Release, dated May 4, 2021. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Enthusiast Gaming Holdings Inc. | ||
By: | /s/ Alex Macdonald | |
Alex Macdonald | ||
Date: May 4, 2021 | Chief Financial Officer |
Exhibit 99.1
ENTHUSIAST GAMING HOLDINGS INC.
QUALIFICATION CERTIFICATE
TO: | British Columbia Securities Commission |
Alberta Securities Commission | |
Financial and Consumer Affairs Authority of Saskatchewan | |
The Manitoba Securities Commission | |
Ontario Securities Commission | |
Financial and Consumer Services Commission (New Brunswick) | |
Nova Scotia Securities Commission | |
Office of Superintendent of Securities (Prince Edward Island) | |
Office of the Superintendent of Securities, Service Newfoundland and Labrador | |
RE: | Qualification Certificate for Enthusiast Gaming Holdings Inc. (the “Corporation”) in respect of the preliminary short form base shelf prospectus of the Corporation dated May 3, 2021 (the “Preliminary Prospectus”) filed under National Instrument 44-101 - Short Form Prospectus Distributions (“NI 44-101”) and National Instrument 44-102 - Shelf Distributions (“NI 44-102”) |
The undersigned, being the Chief Financial Officer of the Corporation, hereby certifies on behalf of the Corporation and not in his personal capacity, that:
1 | this certificate is being delivered pursuant to section 4.1 (1)(a)(ii) of NI 44-101 and section 7.1 of NI 44-102; |
2 | the Corporation is relying on the criteria set out in section 2.2 of NI 44-101 in order to be qualified to file a prospectus in the form of a short form prospectus; |
3 | the Corporation satisfies the criteria set forth in section 2.2 of NI 44-101, in that: |
(a) | the Corporation is an electronic filer under National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR); |
(b) | the Corporation is a reporting issuer at least one jurisdiction of Canada; |
(c) | the Corporation has filed with the securities regulatory authority in each jurisdiction in which it is a reporting issuer all periodic and timely disclosure documents that it is required to have filed in that jurisdiction: |
(i) | under applicable securities legislation, |
(ii) | pursuant to an order issued by the securities regulatory authority, or |
(iii) | pursuant to an undertaking to the securities regulatory authority; |
(d) | the Corporation has, in at least one jurisdiction in which it is a reporting issuer, |
(i) | current annual financial statements, and |
(ii) | a current AIF; |
(e) | the Corporation’s equity securities are listed and posted for trading on the Toronto Stock Exchange, and the Corporation is not an issuer: |
(i) | whose operations have ceased, or |
(ii) | whose principal asset is cash, cash equivalents, or its exchange listing; and |
(f) | all of the material incorporated by reference in the Preliminary Prospectus has been previously filed. |
[Remainder of page left blank intentionally. Signature page follows.]
Dated the 3rd day of May 2021.
/s/ Alex Macdonald | |||
Name: | Alex Macdonald | ||
Title: | Chief Financial Officer |
(Signature page to Qualification Certificate)
Exhibit 99.2
Ontario Securities Commission |
Commission des valeurs mobilières de l’Ontario |
22nd Floor 20 Queen Street West Toronto ON M5H 3S8 |
22e étage 20, rue Queen ouest Toronto ON M5H 3S8 |
RECEIPT
Enthusiast Gaming Holdings Inc. (formerly J55 Capital Corp.)
This is the receipt of the Ontario Securities Commission for the Preliminary Base Shelf Prospectus of the above Issuer dated May 3, 2021 (the preliminary prospectus).
The preliminary prospectus has been filed under Multilateral Instrument 11-102 Passport System in British Columbia, Alberta, Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador. A receipt for the preliminary prospectus is deemed to be issued by the regulator in each of those jurisdictions, if the conditions of the Instrument have been satisfied.
May 4, 2021 | ||
Sonny Randhawa | ||
Sonny Randhawa | ||
Director, Corporate Finance Branch | ||
| ||
SEDAR Project # | 3215605 |
Exhibit 99.3
Enthusiast Gaming to Announce First Quarter Financial Results on May 12, 2021
TORONTO, May 04, 2021 (GLOBE NEWSWIRE) -- Enthusiast Gaming Holdings Inc. (“Enthusiast Gaming” or the “Company”) (NASDAQ: EGLX) (TSX: EGLX) will report financial results for its first quarter ended March 31, 2021 on Wednesday, May 12, 2021, after the market close.
Management will host a conference call and webcast on May 12, 2021, at 5:00 p.m. EDT to review and discuss the first quarter 2021 results.
Conference call dial-in details:
North America (toll-free): +1 877-407-9039
International: +1 201-689-8470
Conference ID: 13718919
A live webcast can be accessed at https://www.enthusiastgaming.com/investors/.
If you are unable to join live, an archived recording of the webcast will be available on the investor relations section of the Enthusiast Gaming website.
About Enthusiast Gaming
Enthusiast Gaming is building the largest media platform for video game and esports fans to connect and engage worldwide. Combining the elements of its four core pillars; Media, Talent, Esports and Experiential, 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.
Contacts
Investor Relations:
Eric Bernofsky, Chief Corporate Officer, Enthusiast Gaming
Media Relations:
Carmela Antolino, Provident Communications
647-287-2286
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 in this news release include, but are not limited to, statements regarding: the filing of financial results and the hosting of a related conference call and webcast.
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 final base shelf prospectus 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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