Vancouver, British Columbia--(Newsfile Corp. - July 25, 2025) - Beedie Investments Ltd. ("Beedie Capital") entered into a forbearance and first supplemental credit agreement on July 9, 2025 with the Enthusiast Gaming Holdings Inc. (the "Company"), as borrower, and certain subsidiaries of the Company, as guarantors (the "Beedie Forbearance Agreement"), which results in: (i) the provision of a non-revolving term loan to the Company in the principal amount of $2,000,000 (the "Term Loan"); and (ii) amends and supplements the credit agreement dated as of July 12, 2024 in respect of the Company's non-revolving debt facility of $20,000,000 (the "Credit Agreement"), which includes a forbearance by the agent and lenders under the Credit Agreement whereby the agent and the lenders (including Beedie Capital) agree to forbear from demanding and accelerating repayment of indebtedness outstanding under the Credit Agreement and to forbear from enforcing their security thereunder (collectively, the "Transaction").
The Term Loan bears interest at a fixed rate of 16.0% per annum calculated and payable monthly in arrears, with: (i) interest at 8% per annum to accrue and be added to the outstanding principal amount of Term Loan for that month ("PIK Interest"), and (ii) interest at 8% per annum payable in cash each month. The rate of interest on the existing loan pursuant to the Credit Agreement will be amended to correspond to the rate of interest under the Term Loan, but reducing to 14% (all paid in cash) from April 1, 2026. In addition, the lenders under the Credit Agreement (including Beedie Capital) 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 in the capital of the Company ("Common Shares") at a price equal to the Market Price (as defined in TSX policy) of the Common Shares immediately prior to conversion on the Toronto Stock Exchange ("TSX"). Subject to the terms of the Beedie Forbearance Agreement and the Credit Agreement, the Term Loan will be due and payable by July 12, 2028 and may be prepaid without penalty or fees at any time prior to March 31, 2026, or prepaid after March 31, 2026 subject to certain conditions including the payment of applicable prepayment fees. The Term Loan will be guaranteed by certain subsidiaries of the Company and secured by a second-ranking security interest over substantially all of the assets of the Company and the guarantor subsidiaries.
In connection with the Transaction, the Company agreed to issue 5,930,113 warrants to Beedie Capital (the "Participation Warrants"); and to amend the exercise price for the 36,574,074 warrants originally issued to Beedie Capital on July 12, 2024 (such warrants being the "Existing Warrants", and collectively with the Participation Warrants, the "Warrants") to match the exercise price of the Participation Warrants to be issued to Beedie Capital in connection with the Term Loan. The exercise price of the Warrants will be equal to $0.083, being a 15% premium over the five consecutive trading day volume weighted average price of the Common Shares measured as of July 9, 2025. Each Participation Warrant is exercisable to purchase one Common Share and will expire 5 years from the effective date of the Beedie Forbearance Agreement. Aside from the change in exercise price and to the "blocker provisions" contained in the Existing Warrants, all other terms of the Existing Warrants will continue unchanged, including the expiry date.
The Transaction was completed on July 24, 2025.
Immediately prior to completion of the Transaction, Beedie Capital owned and controlled a total of 36,574,074 Warrants exercisable into a further 36,574,074 Common Shares. Assuming the exercise in full of the 36,574,074 Warrants, Beedie Capital would beneficially own or control a total of 36,574,074 Common Shares, representing approximately 19.02% of the issued and outstanding Common Shares immediately after giving effect to such exercise.
Subsequent to completion of the Transaction, Beedie Capital owned and controlled a total of 42,504,187 Warrants exercisable into a further 42,504,187 Common Shares. Assuming the exercise in full of the 42,504,187 Warrants, Beedie Capital would beneficially own or control a total of 42,504,187 Common Shares, representing approximately 21.08% of the issued and outstanding Common Shares immediately after giving effect to such exercise.
All of the securities held by Beedie Capital 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 www.sedarplus.ca, 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/260107
SOURCE: Beedie Investments Ltd.
