Core Points - Enthusiast Gaming Holdings Inc. has entered into a binding letter of intent with Vertiqal Studios Corp. to acquire its Direct Sales Business Line for cash consideration of C$900,000 [1][2] - The transaction includes the assumption of all existing and ongoing liabilities of the Direct Sales Business Line, which had a net liability position of approximately US$2.6 million as of June 30, 2025 [2] - The closing of the transaction is expected to occur on or about September 5, 2025 [3] Company Overview - Enthusiast Gaming builds tools, platforms, and experiences for gamers, operating a portfolio of digital properties including U.GG, Icy-Veins, and others [4] - The company generates revenue through programmatic advertising, subscriptions, and events, focusing on expanding its owned intellectual property and enhancing direct engagement with its audience [4]

Group 1 - Enthusiast Gaming Holdings Inc. has successfully closed a debt financing transaction, receiving a non-revolving term loan of $2,000,000 [1] - The transaction was arranged under a forbearance and first supplemental credit agreement involving the Company, its subsidiaries, Beedie Investments Ltd. as the administrative and collateral agent, and lenders led by Beedie Capital [1] - The agreement was finalized on July 10, 2025, with further details available in the Company's press release dated the same day [1] Group 2 - Enthusiast Gaming operates a portfolio of digital properties that are well-known in the gaming industry, including U.GG, Icy-Veins, TheSimsResource, and others [2] - The Company generates revenue through programmatic advertising, subscriptions, and events, while focusing on expanding its owned intellectual property and enhancing direct engagement with its audience [2]

Core Points - Enthusiast Gaming Holdings Inc. has announced a debt financing and forbearance transaction aimed at supporting its recapitalization and long-term business objectives [1] - The company is focusing on its high-performing digital gaming media assets following the divestment of its direct sales business line [1][2] - A strategic review process has been initiated to explore opportunities for strengthening the balance sheet and unlocking shareholder value [2] Debt Financing and Forbearance Agreements - The transaction includes a non-revolving term loan of $2,000,000, which will be used for working capital purposes [5] - The company has entered into forbearance agreements with its lenders, allowing them to forbear from demanding repayment of outstanding debts [6][7] - A cost-cutting plan is to be implemented to achieve annualized cost savings of at least $3,000,000 [8] Terms of the Term Loan and Warrant Issuance - The term loan carries a fixed interest rate of 16.0% per annum, with specific conditions for interest payments [9] - The company plans to issue 6,005,178 warrants to lenders, with an exercise price set at $0.083, a 15% premium over the average price of common shares [11] - The term loan is due by July 12, 2028, and can be prepaid without penalty before March 31, 2026 [9][10] Strategic Review and Special Committee - A Special Committee has been formed to oversee the strategic review process and evaluate potential alternatives [3][4] - Oakvale Capital Partners LLP has been engaged as the financial advisor for the strategic review [4] - The goal is to enter into a definitive agreement for a strategic transaction by the end of 2025 [4]

Leadership Changes - Alex Macdonald has been appointed as Chief Executive Officer, effective July 6, 2025, succeeding Adrian Montgomery [1][2] - J.B. Elliott has been appointed as President and Chief Operating Officer, previously serving as Chief Strategy Officer and General Counsel [3] - Nathan Teal has been appointed as Interim Chief Financial Officer, bringing over 20 years of experience in public accounting and financial reporting [4] Business Strategy and Divestment - The company has signed a letter of intent (LOI) with an entity controlled by Adrian Montgomery for the divestment of its direct sales business line and related creative assets [5] - The direct sales business includes Omnia Media Inc. and GameCo Esports Canada Inc., which hold the company's YouTube CSP licenses and esports operations, respectively [5] - Following the transaction, the company will retain its owned and operated content channels, ensuring continuity in operations [6] Financial Implications - The proposed transaction includes a purchase price of US$1,000,000, with the purchaser assuming certain liabilities related to the acquired entities [7][8] - The transaction is expected to result in approximately $10 million of annual cost savings, leading to material improvements in Adjusted EBITDA and significant working capital benefits [11] Future Business Focus - Post-transaction, the company will continue to operate its portfolio of owned and operated digital assets, including major gaming properties and events [12] - The company aims to deepen direct engagement with its audience and expand its owned intellectual property, focusing on monetizing more effectively [13][14]