Exhibit
99.1

















TABLE
OF CONTENTS



|ANNUAL
    INFORMATION FORM                                               | 3 
|------------------------------------------------------------------------- | --
|                                                                          |   
|GLOSSARY
    OF DEFINED TERMS                                             | 3 
|                                                                          |   
|FORWARD-LOOKING
    INFORMATION                                           | 10
|                                                                          |   
|CORPORATE
    STRUCTURE                                                   | 12
|                                                                          |   
|GENERAL
    DEVELOPMENT OF THE BUSINESS                                   | 13
|                                                                          |   
|DESCRIPTION
    OF THE BUSINESS                                           | 30
|                                                                          |   
|Risk Factors                                                              | 40
|                                                                          |   
|DIVIDENDS                                                                 | 54
|                                                                          |   
|GENERAL
    DESCRIPTION OF CAPITAL STRUCTURE                              | 54
|                                                                          |   
|MARKET FOR
    SECURITIES                                                 | 55
|                                                                          |   
|ESCROWED
    SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER | 57
|                                                                          |   
|DIRECTORS
    AND OFFICERS                                                | 58
|                                                                          |   
|LEGAL PROCEEDINGS
    AND REGULATORY ACTIONS                              | 62
|                                                                          |   
|INTEREST
    OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS            | 62
|                                                                          |   
|TRANSFER
    AGENT AND REGISTRAR                                          | 63
|                                                                          |   
|MATERIAL
    CONTRACTS                                                    | 63
|                                                                          |   
|INTERESTS
    OF EXPERTS                                                  | 63
|                                                                          |   
|ADDITIONAL
    INFORMATION                                                | 63
|                                                                          |   
|AUDIT COMMITTEE
    INFORMATION                                           | 64





i







|                                       |  
|-------------------------------------- | -
|Schedule
    A AUDIT COMMITTEE CHARTER | 1

ii





ANNUAL
INFORMATION FORM



In
this annual information form (the “Annual Information Form”), unless otherwise noted or the context indicates
otherwise, the “Company”, “Enthusiast Gaming”, “we”, “us”
and “our” refer to Enthusiast Gaming Holdings Inc. Unless stated otherwise, all financial information in this
Annual Information Form is reported in Canadian dollars. Certain defined terms used herein have the meanings given to them under
“Glossary of Defined Terms”.



The
information contained herein is dated as of March 28, 2022 unless otherwise stated.



GLOSSARY
OF DEFINED TERMS



In
this Annual Information Form, the following words and terms shall have the following meanings:



“2021
Annual Financial Statements” means the annual financial statements of the Company for the year ended December 31, 2021;



“2021
Annual MD&A” means management’s discussion and analysis of the Company for the year ended December 31, 2021;



“Addicting
Games” means Addicting Games, Inc.;



“Addicting
Games Debenture” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Addicting
Games Share Consideration” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“AIG
Canada” means AIG eSports Canada Holdings Ltd.;



“AIG
USA” means AIG eSports USA Intermediate Holdings, LLC;



“Amalgamation”
means the three-corner amalgamation transaction among J55, NewCo and GameCo completed on the terms and conditions of the Amalgamation
Agreement;



“Amalgamation
Agreement” means the amalgamation agreement dated May 30, 2019, as amended, among J55, GameCo and Newco;



“Amended
Credit Agreement” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Arrangement”
means the arrangement transaction among J55, GameCo and Former Enthusiast completed on the terms and conditions of the Arrangement
Agreement;



“Arrangement
Agreement” means the arrangement agreement dated May 30, 2019 among J55, GameCo and Former Enthusiast;



“Annual
Information Form” means this annual information form, together with all schedules hereto;



“Applicable
Securities Laws” means the securities legislation, securities regulation and securities rules, as amended, and the policies,
notices, instruments and blanket orders having the force of law, in force from time to time in the Provinces of Ontario, Alberta
and British Columbia;



“August
Offering” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“BC”
means British Columbia;



3







“BCBCA”
means the British Columbia Business Corporations Act, and the regulations thereunder, as amended from time to time;



“Blue
Ant” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Board”
means the board of directors of Enthusiast Gaming;



“Bridge
Loan” has the meaning ascribed to it under “GameCo Debenture Offering”;



“Bridge
Loan Agreement” has the meaning ascribed to it under “Bridge Loan”;



“CBCA”
means the Canada Business Corporations Act, and the regulations thereunder, as amended from time to time;



“CCO”
means Chief Corporate Officer;



“CEO”
means Chief Executive Officer;



“CFO”
means Chief Financial Officer;



“Chairman”
means chair of the board of directors of a company;



“Closing”
means the date on which the Transactions were completed, namely August 30, 2019;



“Closing
Note” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“company”
unless specifically indicated otherwise, means a corporation, incorporated association or organization, body corporate, partnership,
trust, association or other entity, other than an individual;



“COO”
means Chief Operating Officer;



“Consolidations”
means the First Consolidation and the Second Consolidation, together;



“CPC”
means a capital pool corporation:



| | (a) | that
                                         has been incorporated or organized in a jurisdiction in Canada,
| | --- | -------------------------------------------------------------------------------------------------------------



| | (b) | that
                                         has filed and obtained a receipt for a preliminary CPC prospectus from one or more of
                                         the securities regulatory authorities in compliance with TSXV Policy 2.4, and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | in
                                         regard to which the completion of a qualifying transaction has not yet occurred;
| | --- | ----------------------------------------------------------------------------------------------------------------------------



“CPC
IPO” has the meaning ascribed to it under “J55”;



“CPM”
has the meaning ascribed to it under “Media and Content”;



“Destructoid”
means Destructoid LLC;



“DSP”
has the meaning ascribed to it under “Media and Content”;



“eCPM”
has the meaning ascribed to it under “Media and Content”;



“EGI”
means Enthusiast Gaming Inc., a company incorporated under the laws of Ontario, and a wholly-owned subsidiary of Enthusiast Gaming;



4







“EGI
Amalgamation Agreement” has the meaning ascribed to it under “Former Enthusiast”;



“EGLX”
has the meaning ascribed to it under “Overview”;



“Enthusiast
Debenture Purchase Agreement” has the meaning ascribed to it under “Senior Enthusiast Debenture Purchase Agreement
of Addicting Games”;



“Enthusiast
Gaming” means Enthusiast Gaming Holdings Inc., formerly J55 Capital Corp., Enthusiast Gaming is the resulting issuer
following (i) the Amalgamation, and (ii) the Arrangement, each completed on August 30, 2019;



“Enthusiast
Gaming Preferred Shares” means preferred shares in the capital of Enthusiast Gaming;



“Enthusiast
Gaming Shares” means common shares in the capital of Enthusiast Gaming;



“Escrow
Agent” means Computershare Investor Services Inc;



“Escrow
Release Conditions” has the meaning ascribed to it under “GameCo Subscription Receipt Offering”;



“Escrow
Release Deadline” has the meaning ascribed to it under “GameCo Subscription Receipt Offering”;



“ESPAT”
has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Extension”
has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Facility”
has the meaning ascribed to it under “Year Ended December 31, 2020”;



“February
Offering” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Final
Exchange Bulletin” means a bulletin which was issued by the TSXV on September 3, 2019 following the Transactions Closing
and the submission of all documents required under the TSXV Policies, which evidences the final TSXV acceptance of the Transactions;



“First
Consolidation” means the consolidation of the J55 Shares on the basis of one post-First Consolidation J55 Share for
each 1.2 issued and outstanding pre-First Consolidation J55 Share, effected prior to the Amalgamation closing;



“Former
Enthusiast” means Enthusiast Gaming Properties Inc., formerly Enthusiast Gaming Holdings Inc. and Tova Ventures II Inc.
Former Enthusiast is the resulting issuer following the amalgamation of Tova Ventures II Inc. with Enthusiast Gaming Properties
Inc. completed on August 28, 2018;



“Former
Enthusiast Debenture” means the unsecured convertible debentures having a principal amount of $1,000 and accruing interest
at 9% per annum, payable semi-annually until maturity, which comprised part of the Former Enthusiast Debenture Units;



“Former
Enthusiast Debenture Unit” means the debenture units issued at a price of $1,000 by Former Enthusiast in its oversubscribed,
non-brokered private placement of convertible debentures completed on November 8, 2018, each of which were comprised of one Former
Enthusiast Debenture and 315 Former Enthusiast Debenture Warrants;



“Former
Enthusiast Debenture Warrant” means the common share purchase warrants of Former Enthusiast, which comprised part of
the Former Enthusiast Debenture Units;



5







“Former
Enthusiast Warrant” means issued and outstanding common share purchase warrants and/or compensation options of Former
Enthusiast;



“forward-looking
statements” has the meaning ascribed to it under “Forward-Looking Information”;



“GameCo”
means Aquilini GameCo Inc., a corporation incorporated under the laws of Canada;



“GameCo
Agent” means Canaccord Genuity Corp.;



“GameCo
Agency Agreement” has the meaning ascribed to it under “GameCo Subscription Receipt Offering”;



“GameCo
Agent’s Fee” has the meaning ascribed to it under “GameCo Subscription Receipt Offering”;



“GameCo
Debenture Indenture” means the convertible debenture indenture between GameCo and Computershare Trust Company of Canada
dated June 19, 2019, in respect of a brokered private placement of an aggregate principal amount of $10,000,000 in GameCo Debentures;



“GameCo
Debenture Offering” has the meaning ascribed to it under “GameCo Debenture Offering”;



“GameCo
Debentures” has the meaning ascribed to it under “Amalgamation and Arrangement”;



“GameCo
Options” has the meaning ascribed to it under “The Amalgamation”;



“GameCo
Shares” means common shares in the capital of GameCo;



“GameCo
Subscription Receipt Offering” means the brokered private placement of 83,334,000 GameCo Subscription Receipts at a
price of $0.30 per GameCo Subscription Receipt which was completed on March 20, 2019 and raised gross proceeds of $25,000,200;



“GameCo
Subscription Receipts” means the subscription receipts of GameCo issued as part of the GameCo Subscription Receipt Offering
at an issue price of $0.30 per GameCo Subscription Receipt, each GameCo Subscription Receipt being convertible into one GameCo
Share prior to the Amalgamation Closing;



“GameCo
Warrants” has the meaning ascribed to it under “The Transactions – The Amalgamation”;



“GameKnot”
has the meaning ascribed to it under “Year Ended December 31, 2021”;



“GameKnot
Deferred Payment Liability” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“GDPR”
has the meaning ascribed to it under “Risk Factors Relating to Enthusiast Gaming’s Operations”;



“Hut
8” has the meaning ascribed to it under “Developments Since Year Ended December 31, 2021”;



“IFRS”
means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from
time to time;



“Initial
Advance” has the meaning ascribed to it under “Credit Facility”;



“Inventory”
has the meaning ascribed to it under “Media and Content”;



“June
Offering” has the meaning ascribed to it under “Year Ended December 31, 2021”;



6







“J55”
means J55 Capital Corp., a CPC incorporated under the laws of British Columbia;



“J55
Amalgamation Support Agreements” has the meaning ascribed to it under “The Amalgamation”;



“J55
Arrangement Consideration Options” means the 2,397,632 post-Consolidations options to purchase J55 Shares issued upon
closing of the Arrangement to the holders of Former Enthusiast options, with each J55 Arrangement Consideration Option exercisable
into one post-Consolidations J55 Share on equivalent terms as the Former Enthusiast options;



“J55
Arrangement Consideration Shares” means the 26,899,269 post-Consolidations J55 Shares issued upon the Arrangement Closing
to the Former Enthusiast shareholders pursuant to the Arrangement Agreement;



“J55
Arrangement Resolution” means the ordinary resolution of the J55 shareholders to approve the Arrangement and the Arrangement
Agreement and in connection therewith the issuance of the J55 Arrangement Consideration Shares and the J55 Arrangement Consideration
Options;



“J55
Arrangement Support Agreements” means the voting support agreements between Former Enthusiast and each of Francesco
Aquilini, Roberto Aquilini, Adrian Montgomery, John Veltheer, and Alexander Helmel;



“J55
CPC Escrow Agreement” means the escrow agreement dated July 23, 2018 among J55, Computershare Investor Services Inc.
and certain J55 shareholders in respect of the J55 CPC Escrow Shares;



“J55
CPC Escrow Shares” has the meaning ascribed to it under “Escrowed Securities and Securities Subject to Restriction
on Transfer”;



“J55
QT Escrow Agreement” means the escrow agreement dated August 30, 2019 between J55, Computershare Investor Services Inc.
and certain J55 shareholders in respect of the J55 QT Value Escrow Shares;



“J55
QT Value Escrow Shares” has the meaning ascribed to it under “Escrowed Securities and Securities Subject to
Restriction on Transfer”;



“J55
QT Resolution” has the meaning ascribed to it under “The Amalgamation”;



“J55
Shares” means common shares in the capital of J55;



“Lender”
has the meaning ascribed to it under “Credit Facility”;



“LOI”
means the non-binding letter of intent dated February 22, 2019 between J55 and GameCo, as amended from time to time;



“Luminosity”
means, collectively, Luminosity Canada and Luminosity USA;



“Luminosity
Acquisition” has the meaning ascribed to it under “Luminosity SPA”;



“Luminosity
Canada” means Luminosity Gaming Inc., a private corporation incorporated under the laws of Ontario;



“Luminosity
USA” means Luminosity Gaming (USA), LLC, a California limited liability company;



“Luminosity
SPA” has the meaning ascribed to it under “Luminosity SPA”;



7







“Management
Services Agreement” has the meaning ascribed to it under “Management Services Agreement”;



“Mandell
Entertainment” means the Mandell Entertainment Group Inc.;



“Mandell
Consulting Agreement” has the meaning ascribed to it under “Mandell Consulting Agreement”;



“M&A”
means mergers and acquisitions;



“Media
II” has the meaning ascribed to it under “Share Purchase Acquisition of Waveform Entertainment”;



“MI
61-101” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Nasdaq”
has the meaning ascribed to it under “Corporate Structure”;



“Newco”
means 11305751 Canada Inc., a wholly-owned subsidiary of J55, incorporated under the CBCA solely for the purpose of carrying out
the Amalgamation;



“OBCA”
means the Ontario Business Corporations Act, and the regulations thereunder, as amended from time to time;



“Omnia”
has the meaning ascribed to it under “Overview”;



“Omnia
Acquisition” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Omnia
Cash Consideration” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Omnia
Loan” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Omnia
Share Consideration” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Omnia
SPA” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“Option
Plan” means Enthusiast Gaming’s option plan dated January 16, 2020, as amended;



“Outplayed”
has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Outplayed
Share Consideration” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Overwatch
League” or “OWL” means the Overwatch league established by Overwatch League, LLC and Overwatch League
B.V.;



“OWL
Team” means the Vancouver Titans;



“PGC
Digital” has the meaning ascribed to it under “Year Ended December 31, 2020”;



“PIPEDA”
means Personal Information Protection and Electronic Documents Act (Canada);



“Planet
Destiny” has the meaning ascribed to it under “Asset Acquisition of Planet Destiny”;



“Pledge
Agreement” has the meaning ascribed to it under “Promissory Note and Pledge Agreement”;



”Project
GG” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Promissory
Note” has the meaning ascribed to it under “Promissory Note and Pledge Agreement”;



8







“Qualifying
Transaction” means a transaction where a CPC acquires significant assets other than cash, by way of purchase, amalgamation,
merger or arrangement with another company or by other means and, where appropriate, means the Amalgamation which constitutes
J55’s Qualifying Transaction;



“Scotiabank
Facilities” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Second
Consolidation” means the consolidation of the post-First Consolidation J55 Shares on the basis of one post-Second Consolidation
J55 Share for each eight issued and outstanding post-First Consolidation J55 Shares, effected following the Arrangement closing;



“SEDAR”
means the Canadian System for Electronic Document Analysis and Retrieval;



“SSP”
has the meaning ascribed to it under “Media and Content”;



“Steel
Media” means Steel Media Limited;



“Steel
Media Deferred Payment Liability” has the meaning ascribed to it under “Year Ended December 31, 2019”;



“SU”
has the meaning ascribed to it under “General Description of Capital Structure”;



“SU
Plan” has the meaning ascribed to it under “General Description of Capital Structure”;



“Subscription
Receipt Agreement” has the meaning ascribed to it under “GameCo Subscription Receipt Offering”;



“Tabwire”
has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Tabwire
Share Consideration” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Team
Owner” has the meaning ascribed to it under “Management Services Agreement”;



“Tova”
means Tova Ventures II Inc., a corporation incorporated under the OBCA;



“Tova
Qualifying Transaction” has the meaning ascribed to it under “Former Enthusiast”;



“Transactions”
means the Amalgamation and Arrangement;



“TSR”
means The Sims Resource;



“TSR
Acquisition” has the meaning ascribed to it under “Asset Acquisition of The Sims Resource”;



“TSX”
means Toronto Stock Exchange;



“TSXV”
means TSX Venture Exchange;



“UK”
means United Kingdom;



“United
States”, “U.S.”, or “U.S.A.” means the United States of America, its territories
and possessions, any state of the United States and the District of Columbia;



“VALP”
means the Vancouver Arena Limited Partnership;



“VALP
Services Agreement” has the meaning ascribed to it under “VALP Services Agreement”;



9







“Vedatis”
has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Vedatis
Share Consideration” has the meaning ascribed to it under “Year Ended December 31, 2021”;



“Voting
and Shareholder Rights Agreement” has the meaning ascribed to it under “Voting and Shareholder Rights Agreement”;



“Waveform”
has the meaning ascribed to it under “Share Purchase Acquisition of Waveform Entertainment”;



“Waveform
Agreement” has the meaning ascribed to it under “Share Purchase Acquisition of Waveform Entertainment”;



“Waveform
Shareholders’ Agreement” has the meaning ascribed to it under “Share Purchase Acquisition of Waveform
Entertainment”; and



“Waveform
Share Repurchase Agreement” has the meaning ascribed to it under “Share Repurchase of Waveform Entertainment”.



Words
importing the singular include the plural and vice versa and words importing any gender include all genders.



FORWARD-LOOKING
INFORMATION



Certain
statements and information contained in this Annual Information Form constitute forward-looking statements or forward-looking
information (collectively “forward-looking statements”) within the meaning of Applicable Securities Laws. All
statements other than statements of historical fact are forward-looking statements. Forward-looking statements are often, but
not always, identified by the use of words or phrases such as “will”, “may”, “is expected to”,
“anticipates”, “estimates”, “intends”, “plans”, “projection”, “could”,
“vision”, “goals”, “objective”, “outlook” or similar words suggesting future outcomes
or language suggesting an outlook.



In
particular, this Annual Information Form contains forward-looking statements with respect to the following:



| | ● | expectations
                                         as to the intended business activities of the Company and its subsidiaries;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | expectations
                                         as to the sources of revenues and future operations, including sponsorship of the Company
                                         and its subsidiaries;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | expectations
                                         regarding the future growth and revenues of the esports industry generally;
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | future
                                         development and growth prospects;
| | - | ---------------------------------------------------------------------------------



| | ● | the
                                         ability of the Company and its subsidiaries to meet current and future obligations;
| | - | --------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         ability of the Company and its subsidiaries to secure, maintain and comply with all required
                                         licenses, permits, approvals and certifications to offer and market its product offerings
                                         in the jurisdictions where the Company and its subsidiaries are currently doing business
                                         or intends to do business;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         anticipated regulation or prohibition of online gaming or activities related to or necessary
                                         for the operation and offering of online gaming in various jurisdictions;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10







| | ● | the
                                         overall business and economic conditions;
| | - | --------------------------------------------------------------------------------------



| | ● | the
                                         potential financial opportunity of the Company’s and its subsidiaries’ addressable
                                         markets;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         potential financial opportunity of contracts signed by the Company and its subsidiaries
                                         with third parties;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         competitive environment;
| | - | ---------------------------------------------------------------------



| | ● | the
                                         protection of the Company’s and its subsidiaries’ current and future intellectual
                                         property rights;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         ability of the Company and its subsidiaries to recruit and retain the services of its
                                         key technical, sales, marketing and management personnel;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         ability of the Company and its subsidiaries to obtain additional financing on reasonable
                                         terms or at all;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         ability of the Company and its subsidiaries to integrate acquisitions and generate synergies;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         risks associated with advancements in technology, including artificial intelligence,
                                         and the risks associated with technology infrastructure, cyber security and cyber attacks;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | the
                                         impact of new laws and regulations in the jurisdictions in which the Company and its
                                         subsidiaries are currently doing business or intend to do business, particularly those
                                         related to online gaming or that could impact the ability to provide online gaming products
                                         and services;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | marketing
                                         plans; and
| | - | -------------------------------------------------------------



| | ● | the
                                         expectation of obtaining new customers for the Company's and its subsidiaries’
                                         products and services, as well as expectations regarding expansion and acceptance of
                                         the Company's and its subsidiaries’ brand and products to new markets.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Forward-looking
information in this Annual Information Form is based on our opinions, estimates and assumptions in light of our experience and
perception of historical trends, current conditions and expected future developments, as well as other factors that we currently
believe are appropriate and reasonable in the circumstances. Despite a careful process to prepare and review the forward-looking
information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct.



Forward-looking
information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable
as of the date such statements are made, are subject to known and unknown risks, uncertainties, assumptions and other factors
that may cause the actual actions, events, results, performance or achievements to differ materially from what is projected in
forward-looking information, including but not limited to the risks described in greater detail under “Risk Factors”.



Although
we have attempted to identify important factors that could cause actual actions, events, results, performance or achievements
to differ materially from those described in forward-looking information, there may be other factors not presently known to us
or that we presently believe are not material that may cause actions, events, results, performance or achievements to differ from
those anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize or should assumptions
underlying the forward-looking information prove incorrect, actual actions, events, results, performance or achievements may vary
materially from those expressed and implied by such statements contained in this Annual Information Form. The purpose of forward-looking
information is to provide the reader with a description of management’s expectations, and such statements may not be appropriate
for any other purpose. Accordingly, readers should not place undue reliance on forward-looking information contained in this Annual
Information Form. Although the Company believes that the expectations reflected in statements



11







containing forward-looking information
are reasonable, it can give no assurance that such expectations will prove to be correct. The Company disclaims any obligation
to update any forward-looking information, whether as a result of new information or future events or results, except to the extent
required by Applicable Securities Laws.



CORPORATE
STRUCTURE



The
Company’s head office is located at 90 Eglinton Avenue East, Suite 805, Toronto, Ontario M4P 2Y3, and its registered and
records office is located at 510 West Georgia Street, Suite 1800, Vancouver, British Columbia (“BC”), V6B 0M3.



The
Company, then called J55 Capital Corp. (“J55”), was formed by articles of incorporation filed under the British
Columbia Business Corporations Act (“BCBCA”) on June 27, 2018 and, following its initial public offering,
was a capital pool company (“CPC”) listed on the TSXV.



The
Company is the resulting issuer following (i) a three-cornered amalgamation (the “Amalgamation”) involving
J55, 11305751 Canada Inc. (“Newco”) and Aquilini GameCo Inc. (“GameCo”), and (ii) a plan
of arrangement (the “Arrangement”) involving J55, GameCo and Enthusiast Gaming Properties Inc. (“Former
Enthusiast”), each completed on August 30, 2019.



The
Amalgamation constituted the Company’s qualifying transaction. Prior to the Amalgamation, the Company completed a 1.25 to
1 share consolidation on August 26, 2019. Following the Arrangement, the Company changed its name to “Enthusiast Gaming
Holdings, Inc.” on September 5, 2019 and completed a further 8 to 1 share consolidation on September 9, 2019.



In
connection with the Transactions, J55 filed a notice of alteration under the BCBCA on September 5, 2019 to change its name to
“Enthusiast Gaming Holdings Inc.”



On
January 27, 2020, Enthusiast Gaming graduated to the TSX from the TSXV. The Enthusiast Gaming Shares began trading on the TSX
under the ticker symbol “EGLX”. On April 21, 2021, the Enthusiast Gaming Shares commenced trading on the Nasdaq Global
Select Market (the “Nasdaq”) under the ticker symbol “EGLX”.



Intercorporate
Relationships



The
following table describes the subsidiaries of Enthusiast Gaming, their place of incorporation, continuance or formation, and the
percentage of voting securities that are beneficially owned, controlled or directed by the Company.



|Subsidiary                            | Jurisdiction
    of 
Incorporation | Percentage
    of Votes 
Attached to All Voting 
Securities
|------------------------------------- | ---------------------------------- | -----------------------------------------------------------
|Aquilini
    GameCo Inc.              | Canada                             | 100%
    (direct)                                          
|Enthusiast
    Gaming Properties Inc. | Canada                             | 100%
    (direct)                                          
|Omnia
    Media Inc.                  | USA                                | 100%
    (direct)                                          
|Luminosity
    Gaming Inc.            | Canada                             | 100%
    (indirect)                                        
|Luminosity
    Gaming (USA) LLC       | USA                                | 100%
    (indirect)                                        



12









|Subsidiary | Jurisdiction
    of 
Incorporation | Percentage
    of Votes 
Attached to All Voting 
Securities
|---------- | ---------------------------------- | -----------------------------------------------------------

|Enthusiast
    Gaming Inc.                    | Canada                | 100%
    (indirect)
|--------------------------------------------- | --------------------- | -------------------
|Enthusiast
    Gaming Live Inc.               | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming Media Inc.              | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming Media (US) Inc.         | USA                   | 100%
    (indirect)
|Enthusiast
    Gaming Media Holdings Inc.     | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming Media II Holdings Inc.  | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming Media III Holdings Inc. | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming (TSR) Inc.              | Canada                | 100%
    (indirect)
|Hexagon
    Games Corp.                       | Canada                | 100%
    (indirect)
|Enthusiast
    Gaming (PG) Inc.               | Canada                | 100%
    (indirect)
|Steel
    Media Limited                       | England
    and Wales | 100%
    (indirect)
|GameCo
    eSports USA Inc.                   | USA                   | 100%
    (indirect)
|Vedatis
    SAS                               | France                | 100%
    (direct)  
|Tabwire
    LLC                               | USA                   | 100%
    (indirect)
|GameKnot
    LLC                              | USA                   | 100%
    (indirect)
|Addicting
    Games, Inc.                     | USA                   | 100%
    (indirect)
|Teachme,
    Inc.                             | USA                   | 100%
    (indirect)
|Outplayed,
    Inc.                           | USA                   | 100%
    (indirect)



Notes:



| | (1) | See
                                         also “Developments Subsequent to the Closing of the Transactions”.
| | --- | ---------------------------------------------------------------------------------------------------------------



GENERAL
DEVELOPMENT OF THE BUSINESS



Overview



Since
completion of the Transactions, Enthusiast Gaming is and has been engaged in the businesses of Former Enthusiast, GameCo, and
Luminosity, comprised of media, content, esports, and entertainment, all as described in more detail below, and the business of
Omnia Media Inc. (“Omnia”) since the acquisition thereof, comprised of media and content, as described in more
detail below. The Company expects to

13





continue executing on its business plans, including pursuing M&A activities and investing
in new revenue-generating activities.



Former
Enthusiast is a global vertically integrated video game company with one of the fastest growing online video game communities.
Former Enthusiast has an online network of over 100, owned and affiliated, gaming related websites which generate over two billion
page views quarterly. Former Enthusiast also owns and operates Canada’s largest video-gaming expo, Enthusiast Gaming Live
Expo, also known as “EGLX”.



GameCo
is an esports organization focused on identifying and pursuing opportunities to acquire or invest in complementary businesses
to support the growth of its position as an esports media enterprise for esports teams, players, streamers, audiences and enthusiasts.
GameCo’s enterprise is made up of interrelated operations that are intended to derive revenue from assets acquired by GameCo
across the esports value chain.



Luminosity
provides management and support services to players involved in professional gaming and manages and owns several esports teams,
competing across games such as Call of Duty, Madden NFL, Fortnite, Overwatch, Super Smash Bros., Rocket League, and Valorant.



Omnia
produces and programs over 30 weekly shows across AVOD and OTT channels and represents over 500 gaming influencers across YouTube
and Twitch. Its distribution network reaches over 90 million unique viewers and has a significant U.S. market inventory of over
1,000 channels, over 600 million subscribers and generated over 31 billion total video views in 2020. Omnia’s main assets
include short form video content, podcasts, and brands related to the Owned & Operated Content brands and channels. These
include BCC Gaming, Arcade Cloud, GTA Today, The Squad, AC News, The Countdown, Wisecrack, and Best Cod Clips.



In
order to describe how Enthusiast Gaming’s business has developed over the last three completed financial years, the following
disclosure describes (i) the general development of the business of J55, Former Enthusiast and GameCo (which includes its acquisition
of Luminosity) for the period from January 1, 2019 to the closing of the Transactions, (ii) the Transactions and (ii) the general
development of the business of Enthusiast Gaming from the date of the Transactions to December 31, 2019, and for the years ended
December 31, 2020 and 2021.



J55



J55
was incorporated on June 27, 2018 under the BCBCA. J55 was a CPC under Policy 2.4 of the TSXV. J55 completed its initial public
offering as a CPC (the “CPC IPO”) on December 12, 2018 and began trading its common shares on the TSXV under
the symbol “FIVE.P” in the provinces of British Columbia, Alberta and Ontario.



As
a CPC, the principal business of J55 was to identify and evaluate opportunities for the acquisition of an interest in assets or
businesses for the completion of a qualifying transaction and, once identified and evaluated, to negotiate an acquisition subject
to receipt of shareholder approval, where required, and acceptance for filing by the TSXV.



Year
Ended December 31, 2019



Amalgamation
and Arrangement



On
February 22, 2019, following non-arm’s length negotiations, J55 and GameCo entered into a letter of intent (the “LOI”)
pursuant to which the companies agreed to complete the Qualifying Transaction by virtue of an amalgamation. The J55 Shares were
halted from trading on the TSXV on February 19, 2019, pending announcement of the Amalgamation.



14







On
May 30, 2019, J55 entered into the Amalgamation Agreement with GameCo and Newco with respect to the Amalgamation, and on June
19, 2019, entered into an amendment to the Amalgamation Agreement to account for the exchange of GameCo debentures (the “GameCo
Debentures”). On closing of the Amalgamation, each of the 309,572,066 GameCo common shares issued and outstanding (the
“GameCo Shares”) were cancelled and, in consideration thereof, each GameCo shareholder received one (post-First
Consolidation) J55 Share. See “The Transactions”.



On
May 30, 2019, Former Enthusiast, GameCo and J55 entered into the Arrangement Agreement pursuant to which J55 agreed to acquire
all of the issued and outstanding Former Enthusiast shares by way of a statutory plan of arrangement under the OBCA.



On
August 30, 2019, the Company completed the Amalgamation and Arrangement (the “Closing”). On September 5, 2019,
J55 changed its name to Enthusiast Gaming and changed its trading symbol to “EGLX”. See “The Transactions”and “Developments Subsequent to the Closing of the Transactions”.



Immediately
prior to the closing of the Amalgamation, J55 completed its First Consolidation, and following the closing of the Transactions,
on September 9, 2019, the Company completed its Second Consolidation. See “Corporate Structure”.



Share
Repurchase of Waveform Entertainment



On
December 31, 2019, the Company and Waveform entered into a share repurchase agreement (the “Waveform Share Repurchase
Agreement”) in which Waveform agreed to repurchase the shares acquired by the Company for $680,000. See “Share
Purchase Acquisition of Waveform Entertainment” and “Year Ended December 31, 2020”.



GameCo



GameCo
was incorporated on August 29, 2018 pursuant to the Canada Business Corporations Act (“CBCA”) as Aquilini
GameCo Inc. GameCo is an esports organization focused on identifying and pursuing opportunities to acquire or invest in complementary
businesses to support the growth of its position as an esports media enterprise for esports teams, players, streamers, audiences
and enthusiasts. GameCo’s enterprise is made up of interrelated operations that are intended to derive revenue from assets
acquired by GameCo across the esports value chain.



Year
Ended December 31, 2019



Luminosity
SPA



On
February 14, 2019 GameCo entered into a share purchase agreement (the “Luminosity SPA”), pursuant to which
GameCo agreed to acquire Luminosity on the terms and conditions of the Luminosity SPA, including the payment of $1.5 million cash,
the issuance of 60 million GameCo Shares (at a deemed issued price of $0.30 per share and subject to certain downward adjustments)
and the issuance of a $2.0 million unsecured promissory note, which was repayable immediately upon completion of the Amalgamation
(the “Luminosity Acquisition”).



The
Luminosity SPA contained customary representations and warranties of GameCo including with respect to corporate power and authority,
authorized capital, compliance with laws, no conflict, binding and enforceable obligations, pre-emptive rights, encumbrances,
litigation, aggregate assets and liabilities and cash balance. Mr. Maida also provided certain customary representations and warranties
to GameCo, including with respect to ownership and title to the Luminosity interests, existence, corporate power and authority
and authorizations of Luminosity Canada and Luminosity USA, capitalization of Luminosity Canada and Luminosity USA, Luminosity’s
compliance with laws, no conflict, binding and enforceable obligations, taxation matters and working capital.



15







GameCo
provided certain covenants, including with respect to the appointment of Stephen Maida as President and Chief Operating Officer
(“COO”) and as a director of GameCo upon closing of the Luminosity Acquisition, non-solicitation until the
completion of the Luminosity Acquisition or the outside date, securing the signatures of Adrian Montgomery and Francesco Aquilini
to the Voting and Shareholder Rights Agreement, and assumption of the employees or independent contractors of Luminosity. Mr.
Maida provided certain covenants to GameCo including with respect to escrow requirements of the TSXV, ordinary course operations,
restrictions on encumbrancing the Luminosity interests, and non-solicitation until the completion of the Luminosity Acquisition
or the outside date and taxation matters.



It
was a condition to the closing of the Luminosity Acquisition that GameCo would enter into the following agreements: (i) an employment
agreement with Stephen Maida; (ii) the VALP Services Agreement; (iii) the Management Services Agreement; (iv) the Promissory Note
and Pledge Agreement; (v) the Voting and Shareholder Rights Agreement; and (vi) an agreement with the owners of the Vancouver
Titans (the “OWL Team”), to acquire a non-controlling interest in the OWL Team.



The
Luminosity Acquisition was completed prior to the completion of the Amalgamation and Arrangement on August 27, 2019.



VALP
Services Agreement



Concurrently
with the closing of the Luminosity Acquisition on August 27, 2019 and pursuant to the terms of the Luminosity SPA, GameCo entered
into a services support agreement (the “VALP Services Agreement”) with the Vancouver Arena Limited Partnership
(“VALP”) for an initial period of 60 months, subject to renewal, pursuant to which VALP agreed to provide GameCo
with a broad range of marketing and business support services, including corporate partnership and selling support, retail support,
brand association and marketing support (to be provided by Canucks Sports and Entertainment), esports planning and execution,
digital and social media support, and back office support in exchange for certain service fees. VALP is an entity under the control
or direction of the Chairman of the Company. The VALP Services Agreement was terminated on April 1, 2021.



Management
Services Agreement



Concurrently
with the closing of the Luminosity Acquisition on August 27, 2019 and pursuant to the terms of the Luminosity SPA, GameCo entered
into a services agreement (the “Management Services Agreement”) with AIG esports LP, AIG eSports Canada Holdings
Ltd. (“AIG Canada”) and AIG esports USA Ltd. (collectively, the “Team Owner”) for an initial
period of 60 months, subject to renewal, pursuant to which GameCo agreed to provide the Team Owner with management, consulting
and operating services reasonably required to assist in the management of the OWL Team. The Management Services Agreement may
be terminated by mutual agreement of the parties, or by either party if there is a material breach that is not cured for a period
of one month. AIG esports LP is an entity under the control or direction of the Chairman of the Company. The Management Services
Agreement was terminated on April 1, 2021.



Promissory
Note and Pledge Agreement



Concurrently
with the closing of the Luminosity Acquisition on August 27, 2019 and pursuant to the terms of the Luminosity SPA, Stephen Maida
was issued a promissory note of GameCo with a principal value of $2,000,000 (the “Promissory Note”), subject
to adjustments. The Promissory Note had a maturity date equal to the date of consummation of a change of control of GameCo, subject
to the escrow requirements of the TSXV. Interest on the Promissory Note accrued on the basis of 6% per annum.



To
secure the prompt performance of all of GameCo’s obligations under the Promissory Note, the Promissory Note was accompanied
by a pledge agreement (the “Pledge Agreement”) pursuant to which, until all obligations of GameCo under the
Promissory Note were satisfied in full, GameCo would transfer, assign and pledge to Stephen Maida, a security interest in all
of the Luminosity interests and assets and all

16





rights and privileges of GameCo. The Promissory Note has since been repaid in full
and is no longer in effect.



Voting
and Shareholder Rights Agreement



Concurrently
with the closing of the Luminosity Acquisition on August 27, 2019 and pursuant to the terms of the Luminosity SPA, GameCo entered
into a voting and shareholder rights agreement (the “Voting and Shareholder Rights Agreement”) with Stephen
Maida, Adrian Montgomery and Francesco Aquilini pursuant to which Mr. Maida, Mr. Montgomery and Mr. Aquilini agreed to fix the
size of the GameCo board to three (3) directors, one of which would be a person designated by Mr. Maida for as long as he continued
to beneficially own at least 10% of the issued and outstanding GameCo Shares, and two of which would be persons designated by
Mr. Montgomery and Mr. Aquilini for as long as they continue to collectively beneficially own at least 20% of the issued and outstanding
GameCo Shares. The Voting and Shareholder Rights Agreement provided for certain approval rights in favour of Mr. Maida, including
any decisions concerning non-financial esports matters and decisions to enter into transactions with affiliates or any change
of control transactions, other than the Amalgamation. In addition, Mr. Maida was granted a right of first refusal in respect of
transfers of GameCo Shares held by the founders of GameCo, and a co-sale right to participate on a pro-rata basis in proposed
transfers of Mr. Montgomery’s and Mr. Aquilini’s GameCo Shares, should he decide not to exercise his right of first
refusal. Mr. Maida, Mr. Montgomery and Mr. Aquilini granted each other certain informational rights as well as pre-emptive rights
should GameCo propose to offer or sell any equity securities.



Amalgamation
and Arrangement



On
February 22, 2019, J55 and GameCo entered into the LOI pursuant to which J55 and GameCo agreed to complete the Qualifying Transaction
by virtue of an amalgamation on the terms and conditions set forth therein.



On
May 30, 2019, J55 entered into the Amalgamation Agreement with GameCo and Newco with respect to the Amalgamation, and on June
19, 2019, entered into an amendment to the Amalgamation Agreement to account for the exchange of GameCo Debentures. Also on May
30, 2019, Former Enthusiast, GameCo and J55 entered into the Arrangement Agreement. On August 30, 2019, the Company completed
the Amalgamation and Arrangement. See “The Transactions”below.



Immediately
prior to the Closing of the Amalgamation, J55 completed its First Consolidation, and following the closing of the Transactions,
on September 9, 2019, the Company completed its Second Consolidation. See “Corporate Structure”.



GameCo
Subscription Receipt Offering



On
March 20, 2019, GameCo completed a brokered private placement of 83,334,000 GameCo subscription receipts (the “GameCo
Subscription Receipts”) at a price of $0.30 per GameCo Subscription Receipt. In connection with the issuance of GameCo
Subscription Receipts, GameCo raised gross proceeds of $25,000,200. Canaccord Genuity Corp. (the “GameCo Agent”)
acted as sole agent for the GameCo Subscription Receipt Offering pursuant to an agency agreement (the “GameCo Agency
Agreement”) dated March 20, 2019, among GameCo, J55, and the GameCo Agent.



The
agreement governing the GameCo Subscription Receipts provided that the gross proceeds would be held in escrow with Computershare
Trust Company of Canada (as subscription receipt agent), until certain release conditions (the “Escrow Release Conditions”)
were satisfied or waived by the subscriber to the satisfaction of the GameCo Agent on or prior to July 18, 2019, or such later
date as the GameCo Agent would agree to in its sole discretion, acting reasonably (the “Escrow Release Deadline”).
On June 19, 2019, the GameCo Agent agreed to extend the Escrow Release Deadline to August 31, 2019. The Escrow Release Conditions
included:



17











| | (a) | the
                                         execution of the Amalgamation Agreement, and the satisfaction or waiver of all conditions
                                         precedent in the Amalgamation Agreement to the satisfaction of the GameCo Agent;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | the
                                         execution of the Luminosity SPA, and the satisfaction or waiver of all the conditions
                                         precedent in the Luminosity SPA to the satisfaction of the GameCo Agent;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | the
                                         receipt of all regulatory, shareholder and third party approvals required in connection
                                         with the Amalgamation and the Luminosity Acquisition;
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (d) | GameCo
                                         not being in breach or default of any of its covenants or obligations under (i) the GameCo
                                         Agency Agreement; and (ii) the subscription receipt agreement (the “Subscription
                                         Receipt Agreement”) dated March 20, 2019, among GameCo, the GameCo Agent and
                                         Computershare Trust Company of Canada; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (e) | the
                                         delivery of a release notice by GameCo and the GameCo Agent to Computershare Trust Company
                                         of Canada in accordance with the terms of the Subscription Receipt Agreement.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In
connection with the GameCo Subscription Receipt Offering, and pursuant to the GameCo Agency Agreement, GameCo paid the GameCo
Agent a fee equal to 6% of the aggregate gross proceeds of the GameCo Subscription Receipt offering, other than proceeds from
the sale of GameCo Subscription Receipts to certain subscribers for which the GameCo Agent was entitled to a fee of 3% (the “GameCo
Agent’s Fee”). The foregoing fee was payable in cash or in GameCo Shares, in the GameCo Agent’s sole discretion,
with 50% of the fee having been paid in cash on the closing date of the GameCo Subscription Receipt Offering on March 20, 2019,
for an aggregate fee of $738,006, and the remaining 50% having been paid in GameCo Shares, for an aggregate of 2,460,020 GameCo
Shares, on the satisfaction of the Escrow Release Conditions.



Immediately
prior to the closing of the Amalgamation, the Escrow Release Conditions were satisfied and the Subscription Receipts were converted
into GameCo Shares. Subsequently, and pursuant to the Amalgamation, each GameCo Share issued pursuant to a GameCo Subscription
Receipt was exchanged for similar securities of J55 on a one for one basis.



GameCo
Debenture Offering



On
June 19, 2019, GameCo completed a debenture offering (the “GameCo Debenture Offering”) which consisted of a
brokered private placement of an aggregate principal amount of $10,000,000 in GameCo Debentures, pursuant to the GameCo Debenture
Indenture. The GameCo Debentures were convertible into GameCo Shares at a conversion price of $0.45 per share at the option of
the holder on the date of satisfaction of the Escrow Release Conditions (see “GameCo Subscription Receipt Offering”),
and which automatically converted into J55 Shares at a conversion price of $0.45 per share (on a post-First Consolidation basis)
upon the Arrangement closing.



The
net proceeds from the GameCo Offering were used by GameCo to extend a $10,000,000 bridge loan (the “Bridge Loan”)
to Former Enthusiast. The Bridge Loan was eliminated on consolidation of J55 with Former Enthusiast in connection with the Arrangement.



Mandell
Consulting Agreement



On
August 30, 2019, GameCo, Enthusiast Gaming and Mandell Entertainment Group Inc. (“Mandell Entertainment”) entered
into a consulting agreement (the “Mandell Consulting Agreement”) pursuant to which Mandell Entertainment and
Corey Mandell, as the principal of Mandell Entertainment, agreed to provide certain business and marketing services to GameCo.
As consideration for such services, GameCo issued to Mandell Entertainment 3,333,333 post-First Consolidation J55 Shares at a
deemed price of $0.45 per share (on a post-First Consolidation basis), which shares were subject to resale and lock-up restrictions
as further described in the Mandell Consulting Agreement. These resale restrictions included that such



18







shares
would vest and be released from escrow in three tranches as follows, provided that the Mandell Consulting Agreement remained in
force and effect and Mandell Entertainment and Mr. Mandell continued to provide the prescribed services under the Mandell Consulting
Agreement on each release date: (i) 1,111,111 shares on the Arrangement effective date, (ii) 1,111,111 shares on the first anniversary
of signing the Mandell Consulting Agreement, and (iii) 1,111,111 shares on the second anniversary of signing the Mandell Consulting
Agreement.



Credit
Facility



On
August 2, 2019, GameCo entered into a term loan in the principal amount of $20,000,000 with a third party lender (“Lender”),
to be used for purposes of (i) working capital, (ii) completion of the Amalgamation, the Arrangement, and the Luminosity Acquisition,
and (iii) to finance future acquisitions.



The
term loan was made available by way of two advances: (i) an initial advance in an amount of up to $3,000,000 (the “Initial
Advance”) as requested by GameCo following satisfaction or waiver by the Lender of initial conditions precedent, and
(ii) a further advance in an amount of up to $20,000,000 less the amount of the Initial Advance as requested by GameCo following
satisfaction or waiver by the Lender of further conditions precedent. The Initial Advance was made on August 2, 2019.



The
term loan had an interest rate of prime plus 5.05% (as well as a success fee amount that is equal to 4.1% per annum) calculated
on the daily balance of the term loan advanced to GameCo from time to time and compounded monthly, not in advance of the last
business day of each and every month during the first twelve months of the term. Interest accrued but was not payable during the
first twelve months of the term. The term loan had a term of 24 months from August 2, 2019.



Former
Enthusiast



Former
Enthusiast was incorporated on February 27, 2017, pursuant to the OBCA under the name Tova Ventures II Inc. (“Tova”).
Tova was a capital pool company, as such term is defined in the policies of the TSXV, and completed its initial public offering
on October 17, 2017.



As
a CPC, the principal business of Tova was to identify and evaluate opportunities for the acquisition of an interest in assets
or businesses for the completion of a qualifying transaction and, once identified and evaluated, to negotiate an acquisition subject
to receipt of shareholder approval, where required, and acceptance for filing by the TSXV.



Tova
completed its qualifying transaction (the “Tova Qualifying Transaction”) with EGI pursuant to the terms of
an amalgamation agreement (the “EGI Amalgamation Agreement”) on September 21, 2018 and changed its name to
“Enthusiast Gaming Holdings Inc.”. The Tova Qualifying Transaction was completed by way of a three-cornered amalgamation
as a result of which Former Enthusiast became the parent company of EGI.



In
connection with the completion of the Transactions, Former Enthusiast changed its name to “Enthusiast Gaming Properties
Inc.” as of September 5, 2019, and its common shares were delisted from the TSXV.



Year
Ended December 31, 2019



Asset
Acquisition of Planet Destiny



On
March 13, 2019, Former Enthusiast purchased all the assets of the Planet Destiny brand (“Planet Destiny”),
including the URL, domain name and website content. Planet Destiny is a leading news outlet providing comprehensive information
pertaining to the Destiny franchise. The total consideration paid by Former Enthusiast to acquire the assets of Planet Destiny
was $26,726.



Share
Purchase Acquisition of Waveform Entertainment



19







On
April 9, 2019, Former Enthusiast entered into an agreement to purchase 20% of the issued and outstanding shares of Waveform Entertainment
Inc. (“Waveform”) through its wholly-owned subsidiary, Enthusiast Gaming Media II Holdings Inc. (“Media
II”). Waveform is a leading esports broadcasting and production company which specializes in the organization of premium
esports tournaments around the world. Former Enthusiast had a buy-out option, at its sole discretion, to acquire a 100% interest
in Waveform.



The
purchase was made pursuant to the terms of a share subscription agreement (the “Waveform Agreement”), among
Waveform and Media II. Pursuant to the Waveform Agreement, Former Enthusiast agreed to purchase the purchased shares in three
tranches: (i) on April 4, 2019, Former Enthusiast purchased 8.1% of the purchased shares for a portion of the subscription price,
being $680,000; (ii) on or before October 4, 2019 (as decided by Former Enthusiast), Former Enthusiast purchased 5.95% of the
purchased shares for a portion of the subscription price, being $500,000; and (iii) Former Enthusiast agreed to purchase, on or
before (as decided by Former Enthusiast) June 3, 2020, 5.95% of the purchased shares for a portion of the subscription price,
being $500,000.



On
the date Waveform and Former Enthusiast entered into the Waveform Agreement, they also entered into a shareholders’ agreement
for Waveform (the “Waveform Shareholders’ Agreement”). The aggregate purchase price for all of Waveform’s
shares, if the buy-out option is exercised by Former Enthusiast, would be equal to the greater of: (i) four times Waveform’s
gross revenue (as defined in the Waveform Shareholders’ Agreement), multiplied by eighty percent (80%); or (ii) $7,680,000,
which will be subject to agreed adjustments. The purchase of the two remaining tranches, as well as the exercise of the buy-out
option were subject to receipt of all applicable regulatory approvals (including by the TSXV). See “Share
Repurchase of Waveform Entertainment” and“Year Ended December 31, 2020”.



Senior
Enthusiast Debenture Purchase Agreement of Addicting Games



On
April 11, 2019, Former Enthusiast entered into a senior convertible debenture purchase agreement (the “Enthusiast Debenture
Purchase Agreement”) to invest in Addicting Games, Inc. (“Addicting Games”). Addicting Games develops
and distributes browser games. Addicting Games’ platform focused on “browser multiplayer” .io website games,
which are a genre of real-time multiplayer games which are played in a browser. The network includes: Tactics Core (tacticscore.io),
pumking.io, warfronts.io, shotz.io, skywars.io, seapop.io, skyarena.io, and Little Big Snake (littlebigsnake.io).



Pursuant
to the Enthusiast Debenture Purchase Agreement, Former Enthusiast invested US$1.5 million by way of a 3 year secured convertible
debenture with interest accruing at 2% per annum convertible into equity at the value of Addicting Games’ next equity raise.



Asset
Acquisition of The Sims Resource



On
April 12, 2019, Former Enthusiast, through a wholly-owned subsidiary (in this paragraph, the “Purchaser”),
acquired substantially all of the assets of The Sims Resource (“TSR”) from Generatorhallen AB and IBIBI HB
(in this paragraph, collectively, the “Vendors”) for total consideration of US$18,000,000 in cash and 2,668,800
common shares in the capital of the Former Enthusiast (the “TSR Acquisition”).



Pursuant
to the TSR Acquisition, the Purchaser acquired all of the assets related to TSR, including, but not limited to, customer and supplier
lists, trade names, business goodwill, intellectual property, software, the domain name, website content, and social media accounts.
The Purchaser did not assume any liabilities or obligations of the vendors of TSR outside of those normally assumed in relation
to employment and certain other contractual obligations.



The
total consideration for the TSR Acquisition consisted of:



| | (a) | US$4,000,000
                                         paid in cash on the acquisition date of April 12, 2019;
| | --- | -------------------------------------------------------------------------------------------------------------



20







| | (b) | US$2,000,000
                                         satisfied by the issuance of an aggregate of 2,668,800 common shares in the capital of
                                         the Company on the acquisition date. The shares are subject to a contractual lock-up.
                                         After the fourth month following the closing date, the shares are released on a monthly
                                         basis until the first anniversary of the closing date; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | US$14,000,000,
                                         subject to post-closing adjustments, to be paid in cash no later than the first anniversary
                                         of the acquisition date (in this paragraph, the “Deferred Payment Date”).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Vendors were also entitled to a monthly revenue share from the acquisition date to the Deferred Payment Date, subject to post-closing
adjustments, in an amount equal to the sum of:



| | (a) | 70%
                                         of the gross advertising revenues (less commissions paid by the Purchaser or its affiliates
                                         in respect of direct campaigns to a maximum of 7% of the gross advertising revenues on
                                         the direct campaigns) earned by the Purchaser (or its affiliates) from advertising related
                                         to the ownership and operation of the TSR, social media accounts of TSR, and any ancillary
                                         activities or operations directly or indirectly related thereto (in this paragraph, the
                                         “Purchased Business”) for each month; plus
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | 70%
                                         of the monthly subscription membership fees paid by persons who have subscribed as VIP
                                         members on TSR collected by the Vendors and paid over to the Purchaser for such month;
                                         less
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | 70%
                                         of the actual and documented costs associated with operating the Purchased Business,
                                         including costs of operation of the site and TSR as set out in a services agreement entered
                                         into by the Purchaser, the Vendors and principals of the Vendors, and such other costs
                                         to be approved in writing by the Purchaser, acting reasonably, after consultation with
                                         the Vendors incurred or accrued for such month.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



A
business acquisition report was filed with respect to the acquisition of TSR on May 29, 2019.



Arrangement



On
May 30, 2019, Former Enthusiast, GameCo and J55 entered into the Arrangement Agreement pursuant to which J55 agreed to acquire
all of the issued and outstanding Former Enthusiast shares by way of a statutory plan of arrangement under the OBCA. Pursuant
to the Arrangement Agreement, the GameCo Debentures, which were unsecured convertible debentures in the aggregate principal amount
of $10,000,000 and with a maturity date of June 30, 2020, were automatically converted into J55 Shares at a conversion price of
$0.45 per share (on a post-First Consolidation basis).



On
August 30, 2019, the Company completed the Arrangement. Under the terms of the Arrangement Agreement, each Former Enthusiast shareholder
received 4.22 post-First Consolidation J55 Shares for each Former Enthusiast share held. Following the Second Consolidation, there
were approximately 71,398,036 Enthusiast Gaming Shares issued and outstanding. See “The Transactions”.



Bridge
Loan



On
June 21, 2019, Former Enthusiast closed the Bridge Loan from GameCo. Pursuant to the terms of the loan agreement (the “Bridge
Loan Agreement”) with GameCo dated May 30, 2019, interest accrued on the loan at the rate of 8% per annum. All principal
and interest under the Bridge Loan became due and payable by Former Enthusiast to GameCo on the date of the Arrangement Closing.
Pursuant to the terms of the Bridge Loan Agreement, Former Enthusiast paid GameCo a $300,000 administrative fee. See “GameCo
Debenture Offering”.



The
Transactions



The
Amalgamation



21







On
February 22, 2019, following non-arm’s length negotiations, J55 and GameCo entered into a letter of intent pursuant to which
J55 and GameCo agreed to complete the Qualifying Transaction by virtue of an amalgamation on the terms and conditions set forth
therein. The J55 Shares were halted from trading on the TSXV on February 19, 2019, pending announcement of the Amalgamation.



On
May 30, 2019, J55 entered into the Amalgamation Agreement with GameCo and Newco with respect to the Amalgamation, and on June
19, 2019, entered into an amendment to the Amalgamation Agreement to account for the exchange of GameCo Debentures. The Company
completed the Amalgamation on August 30, 2019 and changed its name to Enthusiast Gaming on September 5, 2019.



Also
on May 30, 2019, J55 and GameCo entered into agreements (the “J55 Amalgamation Support Agreements”) with each
of Francesco Aquilini, Roberto Aquilini, Adrian Montgomery, John Veltheer, and Alexander Helmel, pursuant to which, among other
things, they agreed to be counted as present for purposes of establishing quorum at the J55 meeting of shareholders and to vote
(or cause to be voted) the securities owned legally or beneficially by each of them or over which they exercise control or direction,
as applicable and to the extent permitted by Applicable Securities Laws and the TSXV Policies, for the resolution to approve the
Amalgamation and the Amalgamation Agreement (the “J55 QT Resolution”) and against any resolution inconsistent
with the J55 QT Resolution.



Immediately
prior to the closing of the Amalgamation, J55 completed its First Consolidation on the basis of one post-First Consolidation J55
Share for each 1.25 issued and outstanding pre-First Consolidation J55 Shares, and following the closing of the Transactions,
on September 9, 2019, the Company completed its Second Consolidation, on the basis of 8 post-First Consolidation Shares for 1
post-Consolidations share, as further described under “Corporate Structure”.



On
closing of the Amalgamation, all of the issued and outstanding securities of GameCo were exchanged for corresponding securities
of J55 as follows:



| | ● | each
                                         of the 309,572,066 GameCo Shares were cancelled and, in consideration thereof, each GameCo
                                         shareholder received one (post-First Consolidation) J55 Share;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | each
                                         of the 2,181,690 warrants to purchase GameCo Shares at an exercise price of $0.10 per
                                         GameCo Share, which were issued to Canaccord Genuity Corp. for its services as a finder
                                         in connection with a private placement by GameCo in October 2018 (the “GameCo
                                         Warrants”), were exchanged for warrants to purchase the corresponding number
                                         of (post-First Consolidation) J55 Shares on the same terms as those contained in the
                                         GameCo Warrants, and each such GameCo Warrant was cancelled; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | each
                                         of the 1,237,500 options to purchase GameCo Shares (the “GameCo Options”)
                                         were exchanged for options to purchase the corresponding number of (post-First Consolidation)
                                         J55 Shares on the same terms as those contained in the GameCo Options, and each such
                                         GameCo Option was cancelled.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
following directors, officers and other insiders of the Company, owned, directly or indirectly, or exercised control of or direction
over the following GameCo Shares and/or held the following positions with GameCo:



|Name                      | Position
    with 
Enthusiast 
Gaming | Position
    with 
GameCo                       | GameCo
    Shares
|------------------------- | ------------------------------------- | ----------------------------------------------- | -----------------
|Francesco
    Aquilini(1) | Non-Executive
    Chairman, Director  | Director,
    Chairman of the Board and Insider | 22,500,100       





22







|Name                     | Position
    with 
Enthusiast 
Gaming          | Position
    with 
GameCo                                                 | GameCo
    Shares
|------------------------ | ---------------------------------------------- | ------------------------------------------------------------------------- | -----------------
|Adrian
    Montgomery(2) | CEO,
    Director                              | Chief
    Executive Officer, Director and Insider                         | 22,750,000       
|Stephen
    Maida(3)     | President
    of Esports, Director and Insider | President
                                         of Esports and Insider | 60,000,000(4)    
|Michael
    Beckerman    | Director                                       | N/A                                                                       | 333,333(5)       



Notes:



| | (1) | Francesco
                                         Aquilini was a director and insider of J55 prior to the Amalgamation.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | Adrian
                                         Montgomery was the CEO and a director and insider of J55 prior to the Amalgamation.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------



| | (3) | Upon
                                         completion of the Luminosity Acquisition, Stephen Maida became the President of Esports
                                         of GameCo. Mr. Maida’s role as President of Esports of GameCo ended on June 30,
                                         2020, and Mr. Maida resigned from the Board of Enthusiast Gaming on December 8, 2020.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | GameCo
                                         Shares were issued to Stephen Maida upon completion of the Luminosity Acquisition.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------



| | (5) | Beckerman
                                         Holdings Corp., a company controlled by Michael Beckerman, subscribed for 333,333 GameCo
                                         Subscription Receipts pursuant to the GameCo Subscription Receipt Offering, which GameCo
                                         Subscription Receipts automatically converted into GameCo Shares upon satisfaction of
                                         the Escrow Release Conditions. See “GameCo Subscription Receipt Offering”.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
Arrangement



On
May 30, 2019, Former Enthusiast, GameCo and J55 entered into the Arrangement Agreement pursuant to which J55 agreed to acquire
all of the issued and outstanding Former Enthusiast shares by way of a statutory plan of arrangement under the OBCA. The Company
completed the Arrangement on August 30, 2019.



Also
on May 30, 2019, Former Enthusiast entered into agreements (the “J55 Arrangement Support Agreements”) with
each of Francesco Aquilini, Roberto Aquilini, Adrian Montgomery, John Veltheer, and Alexander Helmel, pursuant to which, among
other things, they agreed to be counted as present for purposes of establishing quorum at the J55 meeting of shareholders and
to vote (or cause to be voted) the securities owned legally or beneficially by each of them or over which they exercise control
or direction, as applicable, for the resolution to approve the Arrangement and the Arrangement Agreement (the “J55 Arrangement
Resolution”), and to duly complete and cause forms of proxy in respect of all of the applicable securities held by them
to be validly delivered to cause the applicable securities to be voted for the J55 Arrangement Resolution.



Pursuant
to the Arrangement Agreement, J55 agreed to acquire Former Enthusiast, such that the business of Former Enthusiast would become
the business of J55. In connection with the foregoing, J55 issued shares (the “J55 Arrangement Consideration Shares”)
and options (the “J55 Arrangement Consideration Options”) to the Former Enthusiast shareholders and holders
of Former Enthusiast options, respectively.



The
following matters were effected in connection with the Arrangement:



| | ● | Articles
of Arrangement were filed pursuant to which: (i) the Arrangement was effected as a result of which Former Enthusiast continued
as a wholly-owned subsidiary of J55; and (ii) all Former
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



23







Enthusiast shares, other than Former Enthusiast shares held by dissenting shareholders, were exchanged by the holders thereof, without any further act or formality for fully paid and non-assessable J55 Shares based on an exchange ratio of 4.22 post-First Consolidation J55 Shares for each Former Enthusiast share, in accordance with the terms of the Arrangement and the provisions of the Arrangement Agreement, all resulting in the issuance of an aggregate of 215,194,156 post-First Consolidation J55 Shares;



| | ● | All
                                         Former Enthusiast options outstanding immediately prior to the Arrangement Closing were
                                         exchanged for J55 Arrangement Consideration Options under the J55 option plan which entitled
                                         the holders to acquire J55 Shares in lieu of Former Enthusiast shares subject to adjustment
                                         in number and exercise price based on the exchange ratio of 4.22 post-First Consolidation
                                         J55 Shares for each Former Enthusiast share, without entailing any other amendment to
                                         their terms, other than as set forth below;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | In
                                         accordance with the terms of the applicable warrant certificate and/or agreement governing
                                         the applicable Former Enthusiast Warrants, each holder of a Former Enthusiast Warrant
                                         was entitled to receive (and such holder to accept) upon the exercise of such holder’s
                                         Former Enthusiast Warrant, in lieu of Former Enthusiast shares to which such holder was
                                         theretofore entitled upon such exercise, and for the same aggregate consideration payable
                                         therefor, the number of J55 Shares, which the holder would have been entitled to receive
                                         as a result of the transactions contemplated by the Arrangement if, immediately prior
                                         to the closing of the Arrangement, such holder had been the registered holder of the
                                         number of Former Enthusiast shares to which such holder would have been entitled if such
                                         holder had exercised such holder’s Former Enthusiast Warrants immediately prior
                                         to the closing of the Arrangement; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | In
                                         accordance with the terms of the applicable certificate and/or agreement governing the
                                         applicable Former Enthusiast Debentures, each Former Enthusiast Debenture would continue
                                         to be governed by and be subject to the terms of the applicable Former Enthusiast Debenture
                                         certificate and/or agreement such that upon any valid conversion and/or redemption of
                                         a Former Enthusiast Debenture after the closing of the Arrangement, Enthusiast Gaming
                                         will: (i) deliver or cause to be delivered, the J55 Shares needed to settle such conversion
                                         and/or redemption, and (ii) cause J55 to issue the number of J55 Shares necessary to
                                         settle such conversion and/or redemption.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
effect of the Arrangement was that: (i) Former Enthusiast continued as a wholly-owned subsidiary of J55, as a result of which
all of the property and assets of Former Enthusiast became indirectly held by J55; and (ii) existing Former Enthusiast shareholders
continued to hold an interest in the property and assets of Former Enthusiast through the J55 Shares which they received pursuant
to the Arrangement. The Arrangement did not change any of the assets, properties, rights, liabilities, obligations, business or
operations of either J55 or the Former Enthusiast on a consolidated basis.



On
completion of the Arrangement, there were 70,638,137 post-Consolidations (altogether, the “Consolidations”)
J55 Shares outstanding and a further 13,728,146 post-Consolidations J55 Shares reserved for issue upon exercise, redemption and/or
conversion, as applicable, of convertible securities of each of J55 and Former Enthusiast (inclusive of J55 options, J55 Arrangement
Consideration Options, Former Enthusiast Warrants and Former Enthusiast Debentures), and a further 416,666 post-Consolidations
J55 Shares reserved for issuance pursuant to the Mandell Consulting Agreement. In no event was any holder of Former Enthusiast
shares entitled to a fractional J55 Arrangement Consideration Share.



Subsequent
to, but in connection with, the completion of the Transactions, J55 changed its name to Enthusiast Gaming and commenced trading
on the TSXV on or about September 9, 2019 under the symbol “EGLX”.



24







Following
the Second Consolidation, there were approximately 71,398,036 Enthusiast Gaming Shares issued and outstanding.



Developments
Subsequent to the Closing of the Transactions



Year
Ended December 31, 2019



On
August 30, 2019, pursuant to an investment agreement between GameCo and Aquilini Properties LP (a related party by nature of it
being under the control or direction of the Chairman of the Company), GameCo acquired 100 class B common shares of AIG Canada
for USD $937,500, and GameCo eSports USA Inc. acquired a 25% non-voting participating interest in AIG USA for USD $312,500. Collectively,
AIG Canada and AIG USA own and manage professional esports teams in Canada and the United States. Aquilini Properties LP controls
AIG Canada and AIG USA. GameCo entered into a non-interest bearing promissory note (with an effective date of December 27, 2018)
receivable in the amount of USD $1,250,000 with AIG eSports LP (a related party by nature of it being under the control or direction
of the Chairman of the Company). GameCo directed AIG eSports LP to pay the proceeds of the promissory note to AIG Canada and AIG
eSports USA Intermediate Holdings, LLC (“AIG USA”) for the respective investment amounts noted above.



On
September 10, 2019, Enthusiast Gaming completed, ahead of schedule, the deferred payment obligation related to its previously
announced acquisition of the assets of TSR. The payment satisfied all obligations of the acquisition of TSR from Generatorhallen
AB and IBIBI HB, which closed on April 12, 2019. TSR is the world’s largest female online video gaming content and community
destination, offering custom content built around the popular SimsTM video game franchise, which can be downloaded by users
to alter and/or expand gameplay.



Also
on September 10, 2019, Enthusiast Gaming acquired a non-controlling interest through its wholly-owned subsidiary, Luminosity,
in the Vancouver Titans, an esports team which was founded in 2018 and has completed its first season in the Overwatch League.
Overwatch League is an esports competition with 20 teams across six countries and three continents, all centered on the popular
first-person shooter game Overwatch. Enthusiast Gaming acquired its interest in the Vancouver Titans from the team’s majority
owner, the Aquilini Investment Group. Enthusiast Gaming manages the Vancouver Titans through its wholly-owned subsidiary, Luminosity,
through a long-term management services agreement with the majority owner.



On
September 13, 2019, the Company, in partnership with Canucks Sports & Entertainment, entered into an agreement with Activision
Blizzard to own and field the Seattle-based team, Seattle Surge, in the Call of Duty® esports league. Enthusiast Gaming holds
a non-controlling interest in the Seattle Surge team. The day-to-day operations and home games of the Seattle Surge are based
in Seattle, Washington and are overseen by the Company and Canucks Sports & Entertainment. Enthusiast Gaming, through its
wholly-owned subsidiary, Luminosity Canada, manages the team and player procurement through a long-term management services agreement
with the majority owner.



On
October 3, 2019, Enthusiast Gaming closed the acquisition of Steel Media Limited (“Steel Media”). Former Enthusiast
entered into a non-binding letter of intent to acquire all of the shares of Steel Media on December 18, 2018. Steel Media is a
large mobile gaming network which has a portfolio of consumer and business to business websites and live networking events. Founded
in 2005 by publishing experts with a focus on quality editorial, Steel Media is the media company behind over 20 mobile gaming
media websites including: pocketgamer.com, pocketgamer.biz, appspy.com, and 148apps.com, and is the owner and operator of over
25 video game networking events in 11 different countries. In connection with the acquisition of Steel Media, Enthusiast Gaming
made a cash payment of US$1,968,536 (US$1,000,000 net of cash on hand) and issued 304,147 Enthusiast Gaming Shares in the capital
of the Company (on a post- Consolidations basis) for an aggregate value of US$500,000 (“Steel Media Deferred Payment
Liability”). At the option of the Company, US$1,000,000 of the up to US$1,500,000 balance of the purchase price (inclusive
of the maximum earn-out payment) could be settled by way of issuing Enthusiast Gaming Shares at a deemed price per share equal
to the 5 day VWAP. All Enthusiast Gaming Shares issued in connection



25







with the transaction were subject to a 12 month hold period
from the date of issuance and approval of the TSX.



On
December 31, 2019, the Enthusiast Gaming Shares commenced trading on the OTCQB under the symbol “ENGMF”.



Year
Ended December 31, 2020



On
January 27, 2020, Enthusiast Gaming graduated to the TSX from the TSXV. The Enthusiast Gaming Shares began trading on the TSX
under the same ticker symbol “EGLX”.



On
February 14, 2020, the Company received proceeds of $680,000 pursuant to the Waveform Share Repurchase Agreement and no longer
holds an investment in Waveform. See “Share Purchase Acquisition
of Waveform Entertainment” and“Share
Repurchase of Waveform Entertainment”.



On
March 19, 2020, the Company signed an exclusive representation agreement with MCPE DL, one of the largest Minecraft, a popular
video game, online communities. MCPE DL is a leading Minecraft online destination, dedicated to Minecraft fans, that provides
downloadable content.



On
March 24, 2020, the Company signed an exclusive advertising representation agreement with Fextralife, a video game news resource
and gaming hub focused on the RPG genre as well as innovative games. Fextralife has a team of dedicated journalists and over 73,000
editors. Currently, Fextralife generates over 80 million views every month.



On
April 8, 2020, the Company launched the first Pocket Gamer Connects Digital (“PGC Digital”) conference, a virtual
version of the Company’s Pocket Gamer Connects conference series.



On
April 23, 2020, the Company entered into exclusive advertising representation agreements with Smash.gg, a leading esports platform
and largest grassroots, community driven events company, and Checkmate Gaming, a leading source for competitive online ladders,
tournaments and challenges within the gaming community.



On
May 6, 2020, the Company announced a new partnership with leading gaming energy drink brand G FUEL, to build an integrated marketing
campaign that leverages the full Enthusiast Gaming platform and its reach of over 200 million gamers.



On
July 28, 2020, the Company announced a new partnership with leading athletic tape brand, SpiderTech. The partnership will be seen
across Enthusiast Gaming’s entire platform through user-generated content, and online entertainment and advertising, and
extend to Luminosity Gaming and its esports sponsorships, influencer roster, events, and media advertising.



On
August 6, 2020, the Company received confirmation of a one-year extension (the “Extension”) on the term of
its $20 million secured loan (the “Facility”). The Facility, entered into on August 2, 2019, had an original
maturity date of August 2, 2021. Following the Extension, the Facility has a maturity date of September 6, 2022.



On
August 30, 2020, Enthusiast Gaming closed the acquisition (the “Omnia Acquisition”) of Omnia from Blue Ant
Media Solutions Inc. (“Blue Ant”). The Company entered into a binding share purchase agreement on August 6,
2020 (the “Omnia SPA”), to acquire 100% of the issued and outstanding shares of Omnia from Blue Ant, to create
the largest gaming media, esports and entertainment platform in North America by users, with 300 million video game and esports
fans monthly for total consideration of 18.25 million Enthusiast Gaming Shares (the “Omnia Share Consideration”),
an aggregate cash payment of $11.0 million (the “Omnia Cash Consideration”), and a vendor-take-back note with
a face value of $5.75 million, and which bears a 9.0% annual interest rate (compounded annually) and carries a maturity of 36
months (the “Omnia Loan”). The Cash Consideration was comprised of (i) a $9.1 million note issued to Blue Ant



26







on closing of the Omnia Acquisition (the “Closing Note”), (ii) $1,400,000 payable into escrow in order to fund
any repayment of a paycheck protection program loan received by Omnia in connection with the ongoing COVID-19 pandemic, and (iii)
$500,000 held back to satisfy customary working capital adjustments in accordance with the terms of the Purchase Agreement. The
Closing Note was repaid in full on August 31, 2020. The Omnia Share Consideration is subject to a contractual lock-up with 50%
released in 180 days; 25% in 270 days; and 25% in 360 days following closing of the Omnia Acquisition. Blue Ant was also granted
the right to nominate a director to the board of directors of Enthusiast Gaming until Blue Ant ceases to hold either (i) at least
75% of the Omnia Share Consideration or (ii) 10% of the issued and outstanding Enthusiast Gaming Shares. Omnia produces and programs
over 30 weekly shows across AVOD and OTT channels and represents over 500 gaming influencers across YouTube and Twitch. Its distribution
network reaches over 90 million unique viewers and has a significant U.S. market inventory of over 1,000 channels, over 600 million
subscribers and generated over 31 billion total video views in 2020. Omnia’s main assets include short form video content,
podcasts, and brands related to the Owned & Operated Content brands and channels. These include BCC Gaming, Arcade Cloud,
GTA Today, The Squad, AC News, The Countdown, Wisecrack, Livestream Fails, and Best Cod Clips.



On
August 31, 2020, the Company closed a bought deal offering issuing 11,500,000 Enthusiast Gaming Shares at a price of $1.50 per
share resulting in aggregate gross proceeds of approximately $17.25 million (the “August Offering”). The proceeds
of the offering were used to finance the Omnia Acquisition and for general corporate purposes.



On
November 9, 2020, the Company applied to list the Enthusiast Gaming Shares on the Nasdaq.



On
November 27, 2020, the Company entered into an amended and restated letter agreement (the “Amended Credit Agreement”)
with the Company’s lender, resulting in an increase in the total size of its credit facilities, under more flexible and
growth-friendly terms. The Amended Credit Agreement increased the Company’s total borrowing capacity to up to $24 million,
including a term loan in the amount of $10 million, and revolving demand loans of up to $14 million.



Year
Ended December 31, 2021



On
January 18, 2021, the Company signed Samsung to an integrated sponsorship deal, leveraging Enthusiast Gaming’s media, content,
esports and entertainment platforms.



On
January 20, 2021, the Company issued 429,354 Enthusiast Gaming Shares in settlement of the Steel Media Deferred Payment Liability.



On
January 21, 2021, the Company issued notice to its holders of Former Enthusiast Debenture Units of its intention to convert outstanding
Former Enthusiast Debenture Units. Upon completion of the conversions, $9 million in principal amount of the Former Enthusiast
Debenture Units were converted into approximately 2,971,938 Enthusiast Gaming Shares. The Former Enthusiast Debentures were converted
on or before January 27, 2021.



On
February 10, 2021, the Company and Blue Ant closed a bought deal primary and secondary offering of 10,200,500 Enthusiast Gaming
Shares at a price of $5.75 per share, resulting in aggregate gross proceeds of approximately $58.7 million (the “February
Offering”). 7,383,000 Enthusiast Gaming Shares were issued from treasury with the Company receiving gross proceeds of
approximately $42.5 million. The proceeds of the offering are to be used for future acquisitions, working capital and general
corporate purposes.



On
February 16, 2021, the Company signed exclusive monetization agreements with nine new, leading video game fan communities. On
February 24, 2021, the Company announced the upcoming launch of a new premium online publication dedicated to the growing needs
of today’s esports fan. Combining content elements from the Company’s two existing esports coverage outlets, Upcomer
and Daily Esports, Enthusiast Gaming will relaunch one unified esports publication in the spring of 2021.



27







On
March 22, 2021, the Company signed an integrated partnership deal with TikTok, providing for TikTok to leverage Enthusiast Gaming’s
platform of video game and esports fan communities to help drive adoption and bridge the integration of TikTok within the gaming
and esports industry.



On
April 7, 2021, the Company signed an integrated and strategic partnership deal with ESPAT TV (“ESPAT”), providing
for ESPAT to leverage Enthusiast Gaming’s integrated platform of fan communities to engage with “Gen Z” and
“Millennial” demographics.



On
April 13, 2021, the Company filed a registration statement on Form 40-F with the United States Securities and Exchange Commission
in order to become a reporting issuer in the United States.



On
April 20, 2021, the Enthusiast Gaming Shares were approved for listing on the Nasdaq. The Enthusiast Gaming Shares commenced trading
on the Nasdaq under the ticker symbol “EGLX” on April 21, 2021.



On
April 26, 2021 the Company signed a partnership deal with ExitLag, providing for ExitLag to utilize Enthusiast Gaming’s
reach into the video gaming and esports market as ExitLag seeks to debut in the United States with its proprietary technology
to improve routing connections for gamers.



On
May 1, 2021, Enthusiast Gaming closed the acquisition of Vedatis SAS (“Vedatis”), which owns the online fan
community, Icy Veins. The Company entered into a binding purchase agreement dated May 1, 2021 to acquire 100% of the issued and
outstanding shares of Vedatis for total consideration of €7,000,000 in cash and Enthusiast Gaming Shares, plus an earn-out
subject to certain milestones being achieved. Upon closing of the acquisition, the Company made a cash payment of €3,500,000
and issued 226,563 Enthusiast Gaming Shares (the “Vedatis Share Consideration”) for an aggregate value of €5,000,000.
At the option of the Company, €750,000 of the €2,000,000 balance of the purchase price, which is payable on the first
anniversary of the closing date, may be settled by way of issuing additional Enthusiast Gaming Shares. The Vedatis Share Consideration
is subject to a contractual lock-up with 33.33% released six months following the closing date, 33.33% released twelve months
following the closing date, and 33.33% released eighteen months following the closing date. In addition, the vendors are eligible
for an earn-out payment, subject to certain conditions, equal to the sum of EBITDA of the purchased business (excluding new business
generated by the Company) for the four best consecutive calendar quarterly periods within the 16 consecutive calendar quarterly
periods immediately following the closing date.



On
May 12, 2021, the Company announced its plans to develop a subscription-based social network for gamers, codenamed Project GG
(“Project GG”). To facilitate the development of Project GG, the Company entered into a definitive agreement
dated April 22, 2021 to acquire 100% of the membership interest of Tabwire LLC (“Tabwire”), the owner of TabStats
(www.tabstats.com), for US$11 million in cash and Enthusiast Gaming Shares. The acquisition closed on June 24, 2021. Upon closing
of the acquisition, the Company made a cash payment of US$5 million and issued 790,094 Enthusiast Gaming Shares (the “Tabwire
Share Consideration”) at an agreed value of CAD$9.51 per share, for total share consideration of US$6 million. The Tabwire
Share Consideration is subject to a contractual lock-up with 66.66% released twelve months following the closing date, 16.66%
released fifteen months following the closing date, and 16.67% released eighteen months following the closing date.



On
June 15, 2021, the Company closed a marketed public offering of 8,000,000 Enthusiast Gaming Shares at a price of US$5.75 per share
resulting in aggregate gross proceeds of approximately US$46 million (the “June Offering”). On June 21, 2021,
the underwriters of the June Offering exercised the over-allotment option granted to them by the Company and Blue Ant, pursuant
to which the Company offered and sold 600,000 Enthusiast Gaming Shares from treasury and Blue Ant offered and sold 600,000 Enthusiast
Gaming Shares, with the Company and Blue Ant each receiving gross proceeds of US$3,450,000. Proceeds from the June Offering (including
proceeds raised by the Company in connection with the exercise of the over-allotment option) are expected to be used primarily
to strengthen the Company’s financial position, inclusive of future acquisitions, working capital, repayment of indebtedness
and other general corporate purposes. In connection with the June Offering, the Omnia Loan was repaid together with accrued but
unpaid interest. Blue Ant is an insider of the Company, and accordingly, the



28







payment of the Omnia Loan was considered a “related
party transaction” for purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). Pursuant to MI 61-101, the Company filed a material change report providing disclosure
in relation to such related party transaction.



On
July 7, 2021, the Company entered into a joint venture with Toronto Star Newspapers Limited to create an original online news
platform and community named AFK Media Partnership, a new brand intended to bring insight and community to issues that matter
to gamers in a tone and format that feels familiar to them, such as short-form video content and message boards on digital-first
platforms.



On
July 27, 2021, the Company announced that Luminosity Gaming renewed its sponsorship with G FUEL to promote its line-up of gaming
and esports energy and hydration drinks. The extended 18-month partnership will feature, among other things, new custom content
from G FUEL and pro gamers on the Luminosity Gaming roster. The G FUEL logo will continue to be prominently displayed on Luminosity
Gaming’s jerseys and will also be featured on all official Enthusiast Gaming merchandise.



On
August 4, 2021, the Company announced that it had signed an integrated media and esports partnership with America’s Navy.
The partnership will include the creation of multiple unique gaming activations incorporating the Company’s talent roster
of gamers, creators, and athletes to increase awareness of Navy life and the wide range of professional opportunities the Navy
offers, including those in high-demand STEM fields. America’s Navy will be fully integrated into all aspects of the Company’s
proprietary flywheel with placement and promotion across its exclusive digital media assets. In addition, the Navy will be the
title sponsor of Luminosity Gaming’s flagship production Luminosity Live.



On
August 30, 2021, Enthusiast Gaming closed the acquisition of GameKnot LLC (“GameKnot”), owner of chess fan
community, GameKnot.com. The Company entered into a binding purchase agreement dated August 30, 2021 to acquire 100% of the membership
interest of GameKnot for total consideration of US$2.75 million, consisting of (i) a cash payment of US$1.5 million paid at closing,
(ii) share consideration of US$0.75 million for which 165,425 Enthusiast Gaming Shares were issued, and (iii) a deferred payment
of US$0.5 million, payable six months post-closing (in cash or Enthusiast Gaming Shares at the option of the Company) (the “GameKnot
Deferred Payment Liability”).



On
September 3, 2021, Enthusiast Gaming closed the acquisition of Addicting Games. The Company entered into a binding purchase agreement
dated September 3, 2021 to acquire 100% of the issued and outstanding shares of Addicting Games for total consideration of approximately
US$34.4 million, consisting of (i) a cash payment of US$10 million paid at closing; (ii) total share consideration of US$12 million
for which 2,661,164 Enthusiast Gaming Shares were issued (the “Addicting Games Share Consideration”); (iii)
deferred payments of US$7 million and US$3.8 million, payable on the first and second anniversaries of the closing date, respectively,
which may be settled in cash or Enthusiast Gaming Shares at the option of the Company; and (iv) the assumption of a convertible
debenture (the “Addicting Games Debenture”) in Addicting Games held by the Company, dated April 10, 2019, of
approximately US$1.6 million inclusive of principal and accrued interest to the closing date. The Addicting Games Debenture was
due to mature in April 2022, was secured against the assets of Addicting Games, and carried interest at 2% per annum. The Addicting
Games Share Consideration is subject to a statutory hold period and a contractual lock-up with 50% released twelve months following
the closing date and 50% released 24 months following the closing date. Any Enthusiast Gaming Shares issued in connection with
the anniversary payments will be subject to a contractual lock-up, with 25% being released every three months after issuance.



On
November 4, 2021, Enthusiast Gaming announced that it would host two new conferences, Pocket Gamer Connects Digital NEXT and Beyond
Games, from November 15 to November 19, 2021. The conferences were the ninth and tenth digital conferences in the PGC Digital
series launched by the Company in April 2020, following the interruption of live events due to the COVID-19 pandemic.



On
November 22, 2021, Enthusiast Gaming closed the acquisition of Outplayed, Inc. (“Outplayed”), owners of U.GG,
one of the largest League of Legends fan communities in the world. Pursuant to a merger agreement dated November 22, 2021, the
Company acquired 100% of the issued and outstanding shares



29







of Outplayed for approximately US$57.3 million, consisting of (i) a
cash payment of US$7.5 million paid at closing; (ii) total share consideration of US$20.8 million for which 5.2 million Enthusiast
Gaming Shares were issued (the “Outplayed Share Consideration”); and (iii) two deferred payments of US$8.5
million each, payable on the first and second anniversaries of the closing date, which may be settled in cash or Enthusiast Gaming
Shares at the option of the Company. The consideration payable also includes two earn-out payments of US$6 million each, payable
following the first and second anniversaries of the closing date if certain performance milestones are achieved, which may be
settled in cash or Enthusiast Gaming Shares at the option of the Company. The Outplayed Share Consideration is subject to a statutory
hold period and a contractual lock-up with one third of 2,016,300 Enthusiast Gaming Shares issued to the founders of Outplayed
being released on each of 180, 360 and 540 days following the closing date, and one half of 3,183,700 Enthusiast Gaming Shares
issued to other Outplayed shareholders being released on each of 120 and 240 days following the closing date. Any Enthusiast Gaming
Shares issued in connection with the anniversary payments or earn-outs will be subject to a contractual lock-up of 180 days if
issued to the founders of Outplayed and 120 days if issued to any other former shareholders of Outplayed.



On
December 2, 2021, Enthusiast Gaming announced the relaunch of its live event series Pocket Gamer Connects, with five live events
scheduled for 2022 to be held in London, Seattle, Toronto, Helsinki, and Jordan.



On
December 16, 2021, Enthusiast Gaming entered into a credit facility with The Bank of Nova Scotia, pursuant to which the Company
obtained an operating facility with an initial limit of up to $5,000,000, subject to a borrowing base, and a term loan with an
initial principal amount of up to $10,000,000 (together, the “Scotiabank Facilities”). The Scotiabank Facilities
are secured by substantially all of the assets of the Company and certain subsidiaries acting as guarantors. The Scotiabank Facilities
will be used to repay the existing indebtedness owed by the Company under its existing revolving and term credit facilities and
for general corporate purposes. The term of the Scotiabank Facilities is 24 months, subject to an option for the Company to extent
the maturity for a further 12 months.



Developments
Since Year Ended December 31, 2021



On
January 11, 2022, Enthusiast Gaming announced a new season of “Rising Stars”, a competition series that searches for
content creators, which Enthusiast Gaming will co-create with e.l.f. Cosmetics (NYSE: ELF).



On
February 14, 2022, the Company issued 35,770 Enthusiast Gaming Shares in settlement of the Outplayed Share Consideration.



On
February 28, 2022, the Company issued 111,267 Enthusiast Gaming Shares in settlement of the GameKnot Deferred Payment Liability.



On
March 2, 2022, Enthusiast Gaming entered into a multi-year partnership with Hut 8 Mining Corp. (NASDAQ: HUT; TSX: HUT) (“Hut
8”) to collaborate on new experiences and content within mobile and blockchain gaming, Web 3.0, NFTs and cryptocurrency.
To kick-off the partnership, Enthusiast Gaming will release an update to its first-person shooter game EV.IO, featuring Hut 8
as a presenting Sponsor. Hut 8 will also become a sponsor of Luminosity Gaming. The ongoing partnership will involve Hut 8 content
being integrated across Enthusiast Gaming’s flywheel of communities, games and experiences.



The
Company expects to continue executing on its business plans, including pursuing M&A activities and investing in new revenue-generating
activities.



DESCRIPTION
OF THE BUSINESS



Overview



30







Enthusiast
Gaming deploys its products and services as a single reportable segment in the digital media and entertainment industry. Enthusiast
Gaming’s products and services fall into three principal pillars, which consist of Media and Content (generating revenue
in the amount of $152,444,727 for the financial year ended December 31, 2021 and $60,887,990 for the financial year ended December
31, 2020), Esports and Entertainment (generating revenue in the amount of $5,483,444 for the financial year ended December 31,
2021, and $5,906,613 for the financial year ended December 31, 2020), and Subscription (generating revenue in the amount of $9,436,115
for the financial year ended December 31, 2021 and $6,168,878 for the financial year ended December 31, 2020).



Media
and Content



Enthusiast
Gaming’s media and content revenue stream is comprised of over 100 websites that are wholly owned or exclusively monetized
by the Company and contain news, reviews, videos, live streams, blog posts, tips, chats, message boards, and other video-gaming
related content and casual games. Central to Enthusiast Gaming’s ability to create valuable advertising space that can be
sold on its websites, video channels and casual games (referred to as “Inventory”) is the ability to both develop
content-rich digital media and foster the interaction and contributions of its users to its digital media properties. Enthusiast
Gaming possesses a network of full and part-time content developers to ensure regular, interesting updates are made across its
digital media properties to reflect the newest developments in the world of video games, in the form of videos, articles, blog
posts, and other content.



The
gaming community is drawn to different aspects and forms of content on Enthusiast Gaming’s network of websites. Part of
Enthusiast Gaming’s strategy is to acquire profitable video gaming websites and video properties with differentiating content
from its then current portfolio, providing valuable, relevant content for any gaming enthusiast. Some of the different types of
content includes: long form, short form, and documentary styles of content.



Another
prevalent aspect of the media content on Enthusiast Gaming’s sites or video properties may be referred to as “video
game journalism”, an aspect of the video gaming industry whereby individuals will review, critique, and provide commentary
on new and old video games, particular aspects of video games, upgrades, new hardware platforms, and other aspects of video games.



Omnia
owns content brands that matter to fans who love gaming and pop culture including BBC Gaming, Arcade Cloud and Wisecrack.BCC
Gaming is a leading Fortnite community channel with more than
10 million subscribers on YouTube and nearly 2 million followers on Instagram.Arcade
Cloud is a gaming channel featuring original animations.Wisecrack
is a collective of comedians, academics, filmmakers, and artists. Omnia
generates advertising revenue from its external talent network, its owned and operated content, as well as through direct brand
sales through delivery of targeted advertisements on YouTube and other platforms that users click on, leading to direct engagement
between users and advertisers.



Addicting
Games has a portfolio of casual games for desktop and mobile devices. Advertising space on Addicting Games’ casual games
is included in media and content revenue.



For
any publishing company, the key mission is to build a dedicated following of engaged visitors and brands are looking for high
levels of engagement within a target market to run successful advertising campaigns. Enthusiast Gaming has amassed a platform
of engaged, lifestyle gamers that has become a leading advertising platform for brands targeting the gamer demographic. Enthusiast
Gaming’s web platform generates over two billion page views per quarter, and it’s video platform, operated by Omnia,
generates over six billion video views per quarter. Each of these views produces Inventory available for sale. The majority of
Enthusiast Gaming’s media and content revenue is driven by programmatic advertising across the platform. Enthusiast Gaming
has built out a direct sales team to foster key relationships and drive revenue. The direct sales team is also responsible for
developing long term clients looking for integrated advertising solutions across Enthusiast Gaming’s brands.



31







Programmatic
Media Value Chain



The
programmatic media value chain consists of various industry players seeking to facilitate optimal purchasing of advertising from
targeted publishers. Importantly, both the supply side (websites or video properties with ad space) and the demand side (brands
and/or advertisers seeking ad space) have their own respective options when it comes to platforms. Supply Side Platforms (“SSPs”)
and Display Side Platforms (“DSPs”) have been created in order to streamline publishing and ad-buying processes.
Companies strategically use both SSPs and DSPs to facilitate optimal purchasing of advertising from targeted publishers.



A
common advertising spending metric utilized in the digital publishing industry, is known as “Cost Per Thousand” (“CPM”)
impressions.



CPM
and other relevant metrics, allow SSPs and DSPs to navigate on a common basis whereby a more targeted marketing campaign will
typically demand a higher CPM given that each ad impression can justifiably be worth more to the advertiser.



Should
an advertiser or publisher decide to investigate one step deeper into the efficiency of its campaign, the metric of “Click
Through Rate” serves as a percentage of people who saw the ad and subsequently clicked on it. Other methods of negotiating
digital advertising and publishing transactions utilize “Cost Per Click”, wherein the advertiser pays on a per-click
basis, or alternatively can pay on a more joint venture / commission basis sometimes referred to as “Cost Per Acquisition”.



Companies
tend to utilize Effective Cost Per Thousand (“eCPM”) impressions in order to compare various advertising mechanisms
and campaigns on a leveled basis. Essentially, eCPM inputs the earnings obtained via a certain campaign, divided by the number
of actual impressions delivered. This results in a cost per impression, such that when multiplied by 1,000, will deliver an approximation
for the eCPM.



Sale
of Inventory



The
digital media advertising revenue stream of Enthusiast Gaming’s business flows from the digital media publishing revenue
stream. With content-rich digital media properties drawing billions of monthly page and video views, Enthusiast Gaming is able
to sell valuable Inventory on its digital media properties. In addition to selling its own Inventory, Enthusiast Gaming acts as
a representative for the sale of third-party Inventory on websites and video properties and applications that also host similarly
themed content. By combining the Inventory in its own network with third-party Inventory, and in some instances, acting as an
exclusive provider of advertising to third parties, Enthusiast Gaming gets access to exclusive ad auctions and sales opportunities
through which it is able to command higher advertising revenues and negotiate favourable profit-sharing arrangements.



Online
advertising revenue is determined by a number of metrics. Advertising revenues may factor in the number of individuals who view
particular web pages or video properties in Enthusiast Gaming’s network of digital media properties, how often the web pages
or videos are viewed, and how much time a user spends on a website or video property during each visit. Revenue can be accorded
based on the number of advertising impressions, the “Click Through Rate”, and the rate at which advertisements lead
to sales. The functioning of the advertisements themselves can have a significant effect on achieving key advertising metrics.



Enthusiast
Gaming developed proprietary optimization tools which it utilizes to sell ads on. As opposed to the historical process of using
humans to negotiate the purchase and sale of ad space, the optimization tool allows Enthusiast Gaming to set strategic parameters
for the sale of Inventory in real time auctions that occur in milliseconds and are all executed by computer programs. Additionally,
the programmatic optimization tools enable Enthusiast Gaming to target specific advertisers at specific times in order to receive
the highest value for its Inventory.



32







The
Inventory or advertising space can be found in a variety of locations throughout the websites and video properties. New advertising
impressions are generally created when a user opens a website or navigates to a different page, or when they watch a video. They
can take on the form of pre-roll video advertisements, banner advertisements, ad-words, “skins” or background advertisements,
in-application ads, or other forms of ad units as may be applicable to the respective property.



Enthusiast
Gaming derives part of its total revenue from direct advertising campaigns. When a client opts for a direct campaign, Enthusiast
Gaming will prepare a marketing plan with the client, consisting of the length of the campaign and set parameters which will define
how the ad will be displayed such as, specific countries where the ad will be displayed, on desktop or mobile, whether the ad
will click through to another site, etc. Additionally, depending on the campaign, Enthusiast Gaming may guarantee a certain amount
of impressions or “Click Through Rate”.



A
large majority of Enthusiast Gaming’s revenue is derived from the sales of ad inventory on its network of digital media
properties. Enthusiast Gaming has steadily grown its network of digital media properties and has experienced a corresponding growth
in revenue. Due to the steady growth, the fluctuation of spending in the advertising industry has not been obvious from Enthusiast
Gaming’s operating results. Ad inventory derives its value from a number of factors, including supply and demand. In preparation
for retail-oriented holidays, retail sector advertisers may increase their advertising budgets, thus reducing the availability
of ad inventory and increasing its value. Similarly, advertisers in the technology industry may correlate their ad campaigns to
the launch of new products.



Online
advertisements can be sold in a variety of ways. Enthusiast Gaming enters into agreements with online advertising exchanges, through
which advertisers will bid on space and time in Enthusiast Gaming Inventory and the Inventory of companies Enthusiast Gaming represents.



Under
its affiliate agreements, Enthusiast Gaming provides advertising sales as a third party representative, to digital media publishers.
Generally, Enthusiast Gaming will receive the right to market and sell all available advertising space within the digital media
publisher’s website or video property for the duration of the agreement. In exchange for the opportunity to monetize the
digital media publisher’s property, Enthusiast Gaming will compensate the digital media publisher, either in the form of
fixed monthly payments subject to page views, or a percentage of ad revenue, or a combination of the two.



The
advertising technology space is ever evolving, but like most industries, the race tends to be toward optimal efficiency. Enthusiast
Gaming therefore believes, as do many industry experts, that original content production, curation, and publishing will continue
to thrive and generate more value given its importance to target consumers. Conversely, as better efficiency is pursued, middle-firms
currently exacting fees in between advertisers and publishers, should see their gross revenues and margins decline. Large advertisers
are interested in widely distributed publishers like Enthusiast Gaming, and firms in between will become more secondary.



Esports
and Entertainment



The
Company’s subsidiary, Luminosity, is a professional esports organization based in Toronto, Canada. It currently has fully-owned
teams competing in Fortnite, Super Smash Bros., Rocket League, and Madden NFL. Luminosity’s teams compete globally and Luminosity
positions itself as a significant contender at the highest level of competition in all games in which it fields teams. In addition
to its competitive esports teams, Luminosity also has teams of content creators on YouTube, Twitch, and TikTok.



The
Company holds a non-controlling interest in the Vancouver Titans of the Overwatch League and the Seattle Surge of the Call of
Duty® esports league. Enthusiast Gaming manages the Vancouver Titans and the Seattle Surge through a management services agreement
with the majority owner.



Enthusiast
Gaming’s enterprise is made up of interrelated operations intended to derive revenue from assets acquired by Enthusiast
Gaming across the esports value chain. Enthusiast Gaming leverages its



33







esports operations to build content and develop an audience
and fan base to facilitate merchandising and subscriptions, pursuant to direct sponsorships, endorsement deals, product placement
deals, advertising sales and advertising.



The
branding of Enthusiast Gaming and Luminosity is particularly important to its marketing initiatives and its ability to gain traction
in the industry and engage marketing partners such as sponsors. The outcome of any contest, competition, or tournament for the
teams and players that Enthusiast Gaming intends to manage and provide services to may affect the ability for Enthusiast Gaming
to strengthen its brand. Enthusiast Gaming believes its business depends on identifiable intangible properties such as brand names.



Esports
entities that rely on marketing initiatives as a source of revenue will need to have a large following in order to enable marketing
partners to generate revenue by leveraging this following. To that end, Enthusiast Gaming has retained a management team that
has business acumen, sports and entertainment experience and industry connections. Enthusiast Gaming leverages its direct sales
team to not only sell advertising inventory, but to also sell sponsorships for its esports assets.



Former
Enthusiast started organizing live events in 2014 by way of meet ups at a local pub in Toronto to engage the gaming community
through personal interactions. As the meet ups continued to grow in popularity and size, the venues also grew to accommodate the
increase in numbers. These small meet ups quickly escalated to a university, and then eventually, to an exhibition hall. Over
the years, these meet ups graduated into EGLX.



In
2018, approximately 55,000 people attended two EGLX events and the Company continues to explore opportunities to grow its entertainment
division to coincide with the significant growth of its platform online. Following the success of the two events in 2018, EGLX
2019 was brought back to the Metro Toronto Convention Centre with double the floor space. The 2019 EGLX had in excess of 30,000
attendees and featured over 150 exhibitors, panels, cosplay, free play, the Artist Alley, an Indie Corner and a Family Zone.



In
November 2020, the Company held a virtual version of EGLX, which was live streamed from November 10-13, 2020 on eglx.com and on
Twitch at twitch.tv/lgloyal. Supported by key sponsors, including SpiderTech, G FUEL and TikTok, the event featured world premieres,
unique performances, and a number of gaming competitions. Featured talent and performances include: Muselk, NickEh30, Fresh, Anomaly,
XQC, NFL superstars Richard Sherman and Darius Slay, and musicians ZHU and Goldlink.



The
Company currently intends to return EGLX to a live event in 2022. The ability of the Company to host a live EGLX in 2022 is subject
to the prevailing public health guidance and restrictions at the time of the event, and the Company’s ability to ensure
the health and safety of the attendees in light of the ongoing COVID-19 pandemic.



The
Company’s entertainment division is also the operator of over 25 video game networking events across 11 countries, including
key markets such as the U.S. and UK. The Company is an industry leader in B2B and consumer mobile gaming events. It owns and operates
numerous successful networking events around the world with approximately 15,000 registered industry attendees and key sponsors
and partners. As part of its B2B events, the Company hosts Pocket Gamer Party, Top 50 Developer Guide, Mobile Mixers, the Mobile
Games Awards, and a feature event, Pocket Gamer Connects, the largest B2B mobile games conference series, with both virtual events
and live events in locations such as London, San Francisco, Helsinki and Seattle. In November 2021, the Company announced two
new digital conference series, being Pocket Gamer Connects Digital NEXT and Beyond Games. These two events focus on topics relevant
to the gaming space including non-fungible tokens, blockchain gaming, and the metaverse.



Subscription



TSR
operates on a subscription-based model and has a current subscriber base of approximately 172,000 monthly subscribers. TSR’s
subscribers pay on average approximately USD$4 per month to access its VIP





34







features. At the time of the initial acquisition of
TSR in April 2019, there were approximately 55,000 monthly subscribers.



In
2020, the Company launched similar subscription-based models on two owned and operated web properties, Escapist Magazine and Siliconera.
The Company plans to continue to expand its subscription offerings across its networks of web and video properties.



In
May 2021, the Company acquired Vedatis, which owns the web property, Icy Veins, and offers premium subscriptions to the Icy Veins
website.



In
June 2021, the Company acquired Tabwire, which offers monthly premium membership subscriptions to the Tabstats website as well
as the Tabwire Twitch channel.



In
August 2021, the Company acquired GameKnot, which offers monthly and yearly premium membership subscriptions to the GameKnot website.



In
September 2021, the Company acquired Addicting Games, which offers premium membership subscriptions to certain Addicting Games
properties including Addicting Games, Shockwave, TeachMe, TypeRacer, and Little Big Snake.



In
November 2021, the Company acquired Outplayed, which offers membership subscriptions to the U.GG website.



The
Company plans to continue to expand its subscription offerings across its networks of web and video properties.



Market



Gaming
Market



The
robust global gaming market is rapidly expanding and represents one of the fastest growing segments within the broader media and
entertainment ecosystem. Due to, among other things, increased engagement, technology adoption and shared experiences, the global
gaming market reached USD$175 billion in 2020.1
According to Newzoo, the industry is expected to grow to USD$218 billion
by 2023.2
The proliferation of high-speed internet, accessible technology, and publishers
using enhanced live operations and other tools have further accelerated the gaming market. Gaming has amassed a diverse audience
who rely on the industry as a form of entertainment and social connection. Increasingly, younger generations are immersing themselves
in gaming ecosystems and now choose gaming as their primary form of entertainment.



Today,
there are 2.7 billion global gamers, who engage with interactive entertainment using three platforms: console, PC and mobile,
according to Newzoo.3
It is expected that gamers will surpass 3 billion by 2023 as smartphone
penetration increases globally.4
Enhanced technology and high-fidelity content has allowed live concerts,
movie screenings and birthday parties to take place within gaming ecosystems driving further engagement and excitement among young
and old.



The
industry is still in an early stage as developers and publishers continue to create new content, with better monetization and
communication capabilities. Additionally, technology companies are fueling the rise of gaming by enhancing content through better
platforms i.e., larger mobile phones, new consoles and cloud gaming, which allow gamers to play anytime, anywhere using any platform.
As the industry continues










|1 | Based
    on Newzoo’s 2018 - 2023 Global Gaming Market Forecast and an article published by Newzoo on March 3, 2021 titled “Hypercasual
    Games Introduced Millions of Consumers to the World of Gaming: What’s Next?”
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2 | Based
                                         on an article published by Newzoo on November 4, 2020 titled “Global Game Revenues
                                         Up an Extra $15 Billion This Year as Engagement Skyrockets”.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3 | Based
                                         on an article published by Newzoo on May 8, 2020 titled “The World’s 2.7
                                         Billion Gamers Will Spend $159.3 Billion on Games in 2020; The Market Will Surpass $200
                                         Billion by 2023”.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4 | Based
                                         on an article published by Newzoo on June 25, 2020 titled “Three Billion Players
                                         by 2023 Engagement and Revenues Continue to Thrive Across the Global Games Market”.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



35







to grow, dedicated fans are engaging with gaming related content even after they put their devices down.
Video games have led to the rise of esports, streaming, dedicated news and fan sites as well as celebrities, all of which accelerate
the global excitement around gaming.



Digital
Media



Over
the past two decades, the proliferation of the internet and mobile devices has shifted the way consumers engage with media and
content, amplifying the digital media industry. According to eMarketer, consumers in the U.S. spent an average of 181 minutes
accessing digital media in 2010.5
In 2020, this figure increased to 470 minutes a day, representing 160%
growth. Due to, among other things, the shift in media consumption from traditional to digital and increased time consumers are
spending online, advertisers have adjusted the way in which they allocate their advertising budgets.6
According to eMarketer, USD$90 billion was spent globally on digital advertising
in 2012.7
This spend increased to USD$378 billion in 2020, representing growth of
319%. Digital advertising is expected to grow to USD$646 billion by 2024.8



Specifically,
with regards to gaming, digital media has become an increasingly important component of the industry. Gamers are now allocating
significant time to gaming outside of playing their favorite titles, choosing to watch gaming video content, following esports
teams and joining forums / blogs. According to Nielsen, 77% and 71% of Gen Z and Millennial gamers also consume Gaming Video Content,
respectively.9
According to YouTube, viewers watched an approximately 50 billion hours
of Gaming Video Content on its platform in 2018, doubling to approximately 100 billion in 2020.10
Additionally, the number of gaming-related tweets increased from approximately
218 million in 2017 to over 2 billion in 2020, according to Twitter.11
Gamers are spending time on gaming websites containing news, reviews,
videos, blog posts, tips, chats, message boards, and other content.



Viewers
of Enthusiast Gaming’s network of digital media properties are both men and women ages 13 to 65+ with the majority of its
users spending, on average, more than 15+ hours gaming per week. These individuals represent a highly sought-after demographic
in a number of key advertising categories.



Esports



Esports,
or electronic sports, is the evolution of video gaming. “Esports” typically refers to competitive gaming whereby gamers
can, individually or in teams, compete against one another. Spectators can typically observe these competitions via different
platforms online or in person at live events. The advent of online platforms, such as Twitch, has allowed more and more spectators
to watch competitions globally from anywhere in the world and has contributed to the growth in the popularity of esports. Competitive
gamers can now participate in regulated leagues, tournaments or other competitions and matches, for various different games on
different entertainment systems. Further, competitive gamers, teams, team managers, streamers, game developers, viewing platforms
and other participants in the esports industry are able to monetize the attention through different means, including through viewer
subscriptions and marketing sponsorships.



Esports
is an important component of online video gaming content. Most notably, esports turns competitive video-gaming into a spectator
sport. Thousands of viewers will attend live events to watch professional video game players compete in tournaments. Additionally,
these tournaments are often streamed online, with viewers logging on to watch from their computers, tablets or mobile devices.










| | 5 | Based
                                         on data provided by eMarketer as of January 2021.
| | - | ------------------------------------------------------------------------------------------------



| | 6 | Based
                                         on data provided by eMarketer as of January 2021 and March 2021.
| | - | ---------------------------------------------------------------------------------------------------------------



| | 7 | Based
                                         on data provided by eMarketer as of March 2021.
| | - | ----------------------------------------------------------------------------------------------



| | 8 | Based
                                         on data provided by eMarketer as of March 2021.
| | - | ----------------------------------------------------------------------------------------------



| | 9 | Based
                                         on Nielsen’s 2019 Millennials on Millennials: Gaming Media Consumption Report.
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | 10 | Based
                                         on an article published by The Verge on December 8, 2020 titled “YouTube Gaming
                                         had its best year ever with more than 100 billion hours watched” and an article
                                         published by YouTube on December 8, 2020 titled “2020 is YouTube Gaming’s
                                         biggest year ever: 100B watch time hours”.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 11 | Based
                                         on articles published by Twitter on February 15, 2018 and January 11, 2021 titled “Gaming
                                         and esports are happening on Twitter” and “Over 2 Billion Gaming Tweets in
                                         2020!”, respectively.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36







Specialized
Skill and Knowledge



Specialized
skill and knowledge is necessary to capitalize on significant trends in the video gaming media industry. Each of the three principal
pillars of Enthusiast Gaming’s products and services operate in the video gaming media industry. To that end, Enthusiast
Gaming has retained a management team that has business acumen, sports and entertainment experience and industry connections.



In
addition, market trends indicate that publishers will become more in-demand as users continue to seek diverse content. Enthusiast
Gaming has assembled an in-house team of individuals, all of whom have specialized knowledge of digital media sales, adtech, and
programmatic optimization tools (relevant to media and content), the competitive environment of esports and the position of both
B2B and B2C events in the industry (relevant to esports and entertainment), and the deployment of “freemium” models
(relevant to subscription), in order to maximize the value of its properties and give Enthusiast Gaming an advantage in the market.



Competitive
Conditions



The
digital media publishing industry in the gaming sector is highly competitive and fragmented. Enthusiast Gaming’s media and
content and subscription revenue streams compete with many well-established media websites, video properties, ad networks and
non-gaming networks. Enthusiast Gaming’s media and content and subscription offerings are targeted at the global English
speaking gaming media market, which encompasses many geographic territories each with various competing entities.



In
addition, the esports and entertainment revenue streams’ main audience has been the demographic cohort known as “Millennials”
or “Gen Z”. As such, Enthusiast Gaming generally competes for sponsorship revenue with companies involved in industries
– such as the music industry – that have an audience consisting of the same or similar demographic cohorts.



Many
of Enthusiast Gaming’s competitors have adopted a centralized approach by developing a single website or video property
with a strong brand to publish gaming and esports content. Unlike its competitors, Enthusiast Gaming has employed a decentralized
approach and instead aggregated many smaller digital media publishing properties in order to achieve the benefits of selling Inventory
with a large audience. Additionally, Enthusiast Gaming optimized its network of properties to function and to receive ads on multiple
platforms, including video, mobile, the web, and tablets.



Due
to the gaming media and esports industry’s potential for growth and monetization and low barriers to entry, Enthusiast Gaming
expects to face additional competition from new entrants and increasing competition from established companies in the industry.



Intangible
Properties



The
Company believes the trademarks listed in the table below enjoy significant brand awareness, which we believe is essential to
establishing and maintaining a leading position in the rapidly developing Media and Content, Esports, and Subscription markets.
With the exception of the trademarks and patent listed below, Enthusiast Gaming currently relies on Canada’s common law
for proprietary protection of its intellectual property. This is due to the large number of trademarks and copyrighted material
that Enthusiast Gaming uses in its gaming network, and the projected expense required for formal proprietary protection of each
copyrightable material and/or trademark it uses. The Company is actively investigating its ability to apply for other forms of
proprietary protection, including registering the “#LGLOYAL” hashtag as well as “Luminosity Gaming” as
trademarks. Enthusiast Gaming intends to continually monitor and evaluate the





37







intellectual property used by its digital assets
in order to identify intellectual property that may benefit from proprietary protections beyond those available to the Company
under Canada’s common law.



|Canadian
    Registered Trademarks or Trademark Applications
|------------------------------------------------------------
|Trademark                                                   
|ENTHUSIAST
    GAMING                                       
|GAMERS
    GREATEST TALENT                                  
|RISING
    STARS                                            
|GAMERS
    LIVE HERE                                        
|RISING
    STARS & Design                                   
|BCC
    GAMING & DESIGN                                     
|BBC
    & Design                                            



|US
    Registered Trademarks or Trademark Applications
|------------------------------------------------------
|Trademark                                             
|DESTRUCTOID                                           
|THE
    ESCAPIST                                      
|WARCRY                                                
|WARCRY
    NETWORK                                    
|ENTHUSIAST
    GAMING                                 
|DIEP                                                  
|DIEP.IO                                               
|IOGAMES.SPACE                                         
|TEACHME                                               
|SHOCKWAVE                                             
|ADDICTING
    GAMES                                   
|TYPERACER                                             
|MOPE.IO                                               
|EV.IO                                                 





38







|US
    Registered Trademarks or Trademark Applications
|------------------------------------------------------
|LITTLEBIGSNAKE                                        
|GIT
    GUD                                           



|United
    Kingdom Registered Trademarks or Trademark Applications
|------------------------------------------------------------------
|Trademark                                                         
|POCKET
    GAMER                                                  
|ICY
    VEINS                                                     



|France
    Registered Trademarks or Trademark Applications
|----------------------------------------------------------
|Trademark                                                 
|ICY
    VEINS                                             



|Australia
    Registered Trademarks or Trademark Applications
|-------------------------------------------------------------
|Trademark                                                    
|ICY
    VEINS                                                



|World
    Intellectual Property Organization Trademarks or Trademark Applications
|---------------------------------------------------------------------------------
|Trademark                                                                        
|ICY
    VEINS (1)                                                                

Notes:



| | (1) | Filed
                                         in US, United Kingdom and Australia.
| | --- | -----------------------------------------------------------------------------------



|Granted
    Patents
|-------------------
|Patent             





39







|Granted
    Patents                                                      
|-------------------------------------------------------------------------
|PERFORMANCE
    MEASUREMENT IN A MULTI-PLAYER COMPUTER GAMING ENVIRONMENT



Employees



As
of December 31, 2021, in addition to the officers of Enthusiast Gaming, the Company has approximately 200 full time employees,
60 full time contractors, and 190 part-time contractors, along with 30 esports influencers under contract.



Other



The
Company’s business can fluctuate due to seasonal trends. A portion of the Company’s revenue is generated from advertising,
a component of the media and content revenue streams, which has in past years shown significant increases in the fourth quarter
of the Company’s financial year, and been lowest in the first quarter of the Company’s financial year. Based on historical
and industry data, the Company would typically expect the breakdown of annual advertising revenue to be first quarter –
15%, second and third quarters – 25% each, and fourth quarter – 35%. This would exclude any impact of organic growth
or decline, or other market events or forces which may impact the levels of media consumption or the market prices of digital
ad inventory.



The
Company’s revenues may also be affected by the timing of major events. The two largest revenue producing events in the Company’s
portfolio – Pocket Gamer London (an event held in London, UK) and EGLX (an event held in Toronto, Canada) are typically
held annually in the first and fourth quarter of the Company’s financial year, respectively. In addition, a portion of the
Company’s business activities depend on foreign operations, as a portion of the Company’s events operational team
is based in the United Kingdom.



While
the Company expects the seasonal trends above to continue for the foreseeable future, there can be no assurance that the seasonal
trends and other factors that have impacted Company’s historical results will repeat in future periods as it cannot influence
or forecast many of these factors: for instance, the Company’s revenues may also be affected by the scheduling of other
events that do not occur annually and are at the discretion of management. For other factors that may cause its results to fluctuate,
see “Risk Factors”.



Enthusiast
Gaming does not have any investment policies regarding lending and investment restrictions.



Enthusiast
Gaming or its subsidiaries have not been subject to any bankruptcy, receivership or similar proceedings, and there have not been
any material reorganizations of Enthusiast Gaming or its subsidiaries within the three most recently completed financial years
or during or proposed for the current financial year.



Risk
Factors



The
securities of Enthusiast Gaming should be considered highly speculative due to the nature of the Company’s businesses and
the current stage of its development.



The
risks presented below may not be all of the risks that the Company may face. It is believed that these are the factors that could
cause actual results to be different from expected and historical results. Other sections of this Annual Information Form, the
2021 Annual Financial Statements, the 2021 Annual MD&A, each of which is available on SEDAR atwww.sedar.com,
and other filings the Company has made and





40







may make in the future with the applicable securities authorities, include additional
factors that could have an effect on the business and financial performance of the Company’s business. The market in which
the Company competes is very competitive and changes rapidly. Sometimes new risks emerge and management may not be able to predict
all of them, or be able to predict how they may cause actual results to be different from those contained in any forward-looking
statements. You should not rely upon forward-looking statements as a prediction of future results.



In
evaluating Enthusiast Gaming and its prospective businesses, investors should carefully consider the following risks.



Risks
Relating to the Company’s Business



Enthusiast
Gaming’s esports business faces intense and wide-ranging competition



The
success of an esports business like Enthusiast Gaming’s is dependent upon the performance and/or popularity of its franchises
and esports players. Further, Enthusiast Gaming is in competition with other sporting and entertainment events, both live and
delivered over television networks, radio, the internet and online services, mobile applications and other alternative sources.



As
a result of the large number of options available and global nature of the online gaming industry, Enthusiast Gaming faces strong
competition for esports fans. Enthusiast Gaming must compete with other esports organizations, in varying respects and degrees.
Given the nature of esports, there can be no assurance that Enthusiast Gaming will be able to compete effectively, including with
companies that may have greater resources than Enthusiast Gaming, and as a consequence, Enthusiast Gaming’s business and
results of operations may be materially negatively affected.



Enthusiast
Gaming’s esports business is substantially dependent on the continuing popularity of the esports industry as a whole



The
esports industry is in the early stages of its development. Although the esports industry has experienced rapid growth, consumer
preferences may shift and there is no assurance that this growth will continue in the future. Enthusiast Gaming has taken steps
to diversify its business and mitigate these risks to an extent and continues to seek out new opportunities in the esports industry.
However, due to the rapidly evolving nature of technology and online gaming, the esports industry may experience volatile and
declining popularity as new options for online gaming and esports become available, or consumer preferences shift to other forms
of entertainment, and as a consequence, Enthusiast Gaming’s business and results of operations may be materially negatively
affected.



Enthusiast
Gaming’s business is substantially dependent on the developing and continuing popularity and/or competitive success of its
players



Enthusiast
Gaming’s financial results depend in large part on becoming and remaining popular with its fan bases. In addition, the popularity
of Enthusiast Gaming’s players can impact online viewership and television ratings, which could affect the long-term value
of the media rights and sponsorship opportunities. There can be no assurance that Enthusiast Gaming’s players will develop
or maintain continued popularity.



Enthusiast
Gaming’s esports decisions may have a material negative effect on Enthusiast Gaming’s business and results of operations



Creating
and maintaining the popularity of Enthusiast Gaming’s players is key to the success of Enthusiast Gaming’s esports
business. Accordingly, efforts to improve revenues and earnings from operations from period to period may be secondary to actions
that management believes will generate long-term value. Any



41







of these actions could increase expenses for a particular period.
There can be no assurance that any actions taken by management to increase Enthusiast Gaming’s long-term value will be successful.



A
significant factor in Enthusiast Gaming’s ability to attract and retain talented players is compensation. It is expected
that players’ salaries may increase as the popularity of the esports industry increases, and Enthusiast Gaming’s expenses
may increase as it offers larger salaries to players. Enthusiast Gaming may pay their players different aggregate salaries and
a different proportion of its revenues than other esports franchises.



The
success of Enthusiast Gaming’s esports players and likelihood of injury or illness



Enthusiast
Gaming’s financial results are dependent in part on the performance and popularity of the Company’s esports players
and teams. The likelihood of the players achieving high performance levels or popularity may be substantially impacted by untimely
injuries or illnesses that are not under the Company’s control. In addition, the players’ salaries represent significant
financial commitments for our business. In the absence of disability insurance, Enthusiast Gaming may be obligated to pay all
of an injured player’s salary.



Defection
of Enthusiast Gaming’s esports players to other teams or managers could hinder their success



Enthusiast
Gaming competes with other esports athlete management businesses to sign and retain world class esports players, some of which
have greater resources or brand recognition and popularity than our own. Enthusiast Gaming’s players under contract may
choose to defect to other esports organizations for various reasons, including that they have been made a superior offer or they
have chosen to pursue new or other opportunities. The loss or defection of any of our esports players could have negative consequences
on Enthusiast Gaming’s business and results of operations. While Enthusiast Gaming takes all appropriate steps to retain
their players and protect their interests in management contracts, there can be no assurances that players will not defect to
other esports organizations.



Competition
and changes in technology



The
industry in which Enthusiast Gaming operates is very competitive. Numerous factors could affect Enthusiast Gaming’s competitive
position. Other companies may decide to enter the space and could have substantially greater financial, marketing and other resources.
Several of these companies may have greater name recognition and well-established relationships with some of Enthusiast Gaming’s
target customers. Furthermore, these potential competitors may be able to adopt more aggressive pricing policies and offer more
attractive terms to customers than Enthusiast Gaming is able to offer. Enthusiast Gaming may face increasing price pressure from
competitors and customers. In addition, current and potential competitors have established or may establish cooperative relationships
amongst themselves or with third parties to compete more effectively. Existing and potential competitors may also develop enhancements
to, or future generations of, competitive products and services that will have better performance features than Enthusiast Gaming’s
products and services.



As
a result of the early stage of the industry in which Enthusiast Gaming operates, the Company expects to face additional competition
from new entrants. To remain competitive, the Company will require a continued high level of investment in research and development,
marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing,
sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition
and results of operations of Enthusiast Gaming.



Risk
Factors Relating to Enthusiast Gaming’s Operations



Enthusiast
Gaming has limited operating history



42







Enthusiast
Gaming’s lack of operating history may make it difficult for investors to evaluate Enthusiast Gaming’s prospects for
success and there is no guarantee that Enthusiast Gaming’s business models will achieve its strategic objectives. There
is no assurance that Enthusiast Gaming will be successful and the likelihood of success must be considered in light of its relatively
early stages of operation.



Reliance
on advertisers for revenue



Enthusiast
Gaming relies on advertisers to purchase inventory from the Company’s network of digital media publishers for future revenue.
Enthusiast Gaming’s inability to secure contracts for advertising revenues may have a material adverse effect on its business,
financial condition, and results of operations. Additionally, this is a relatively new and rapidly evolving industry and as such,
it is difficult to predict the prospects for growth. There is no assurance that advertisers will continue to increase their purchases
of online advertising or that the supply of advertising inventory on gaming digital media properties will not exceed the demand.
If the industry grows slower than anticipated or Enthusiast Gaming’s existing products and services lose, or its new products
and services fail to achieve market acceptance, Enthusiast Gaming may be unable to achieve its strategic business objectives,
which could have a material adverse effect on its prospects, business, financial condition or results of operation.



Enthusiast
Gaming depends on third parties, including users and content providers



Enthusiast
Gaming is reliant to an extent on third parties, including content providers, users, and affiliate network publishers.



Many
of Enthusiast Gaming’s business activities rely on telecommunication and network systems that the Company does not own or
operate. Such telecommunication and network systems are complex electronic systems, subject to electronic and mechanical failures
and possible sabotage. Given the event-based nature of the esports industry, even temporary or limited failures of these telecommunication
and network systems would impair Enthusiast Gaming’s business activities and/or the growth of current and additional market
opportunities, which would adversely affect Enthusiast Gaming’s results of operations. In addition, a majority of Enthusiast
Gaming’s revenue is derived from the Company’s multi-channel network license, which it uses to monetize owned and
operated as well as influencer video properties on YouTube. If the multi-channel license was terminated, or Enthusiast Gaming’s
rights pursuant to the license were hindered, there could be a material and negative impact on the Company’s revenue.



Enthusiast
Gaming’s success is partially dependent on its ability to attract and retain quality content providers. There can be no
assurance that these business relationships will continue to be maintained or that new ones will be successfully formed. A breach
or disruption in these relationships or failure to engage contractors could be detrimental to the future business, operating results
and/or profitability of Enthusiast Gaming.



Moreover,
Enthusiast Gaming’s financial performance will be significantly determined by its success in adding, retaining, and engaging
active users of its networks of digital media properties. If users do not perceive Enthusiast Gaming’s content as interesting,
unique and useful, Enthusiast Gaming may not be able to attract or retain additional users, which could adversely affect its business.
During the financial year ended December 31, 2021, revenue from Russia and Ukraine made up, on a combined basis, approximately
0.4% of the total revenue. Due to the recent actions of the Russian military in Ukraine, there could be a significant decrease
in revenue from Russia and Ukraine which could adversely impact Enthusiast Gaming’s revenue from these regions. Currently
the impact of this conflict on the global economy and, in particular, on Enthusiast Gaming’s operations and future financial
performance is unknown and will depend on how these events evolve.



Enthusiast
Gaming may be unable to complete favourable acquisitions



As
part of Enthusiast Gaming’s business strategy, the Company may attempt to acquire businesses that it believes are a strategic
fit with its business, such as gaming digital media publishers. Enthusiast Gaming



43







may not be able to complete such acquisitions,
or obtain financing for such acquisitions on favourable terms, if at all. Any future acquisitions may result in unforeseen operating
difficulties and expenditures, and may absorb significant management attention that would otherwise be available for ongoing development
of its business. Since Enthusiast Gaming may not be able to accurately predict these difficulties and expenditures, these costs
may outweigh the value it realizes from a future acquisition, and any acquisition Enthusiast Gaming completes could be viewed
negatively by its advertisers. Future acquisitions could result in issuances of securities that would dilute shareholders’
ownership interest, the incurrence of debt, contingent liabilities, amortization of expenses related to other intangible assets,
and the incurrence of large, immediate write-offs.



Difficulties
integrating acquisitions and strategic investments



Enthusiast
Gaming has acquired businesses, personnel and technologies in the past and expects to continue to pursue acquisitions, and investments
that are complementary to the existing business, and expanding the employee base and the breadth of its business. Since Enthusiast
Gaming expects the esports industry to consolidate in the future, the Company may face significant competition in executing its
growth strategy. Future acquisitions or investments could result in potential dilutive issuances of equity securities, use of
significant cash balances or incurrence of debt, and contingent liabilities or amortization expenses related to goodwill and other
intangible assets, any of which could adversely affect the financial condition and results of operations of the Company. The benefits
of an acquisition or investment may also take considerable time to develop, and the Company cannot be certain that any particular
acquisition or investment will produce the intended benefits. The above risks and difficulties, if they materialize, could disrupt
the Company’s ongoing business, distract management, result in the loss of key personnel, increase expenses and otherwise
have a material adverse effect on the Company’s business, results of operations and financial performance.



Limited
long-term agreements for advertising revenue



Enthusiast
Gaming’s success requires it to maintain and expand its current advertising revenue-generating relationships and to develop
new relationships. Enthusiast Gaming’s contracts that help drive advertising revenue generally do not include long-term
obligations requiring third parties to purchase Enthusiast Gaming’s inventory and services or Enthusiast Gaming to market
its advertising inventory. As a result, Enthusiast Gaming may have limited visibility as to its future advertising revenue streams.
Enthusiast Gaming cannot ensure its advertising revenue generating sources will continue to operate or that Enthusiast Gaming
will be able to replace, in a timely or effective manner, departing clients with new sources that generate comparable revenue.
Any non-renewal, renegotiation, cancellation or deferral of significant advertising contracts that in the aggregate account for
a significant amount of revenue, could have a material adverse effect on Enthusiast Gaming’s prospects, business, financial
condition or results of operations.



Brand
development



The
brand identities that Enthusiast Gaming has developed have significantly contributed to the success of its business. Maintaining
and enhancing the Enthusiast Gaming brand is critical to expanding Enthusiast Gaming’s user bases and networks of publishers
and advertisers. Enthusiast Gaming believes that the importance of brand recognition will increase due to the relatively low barrier
to entry in the industry. Enthusiast Gaming brands may be negatively impacted by a number of factors, including software malfunctions,
delivery of incorrect information, and data privacy and security issues. If Enthusiast Gaming fails to maintain and enhance its
brands, or if Enthusiast Gaming incurs excessive expenses in this effort, it could have a material adverse effect on Enthusiast
Gaming’s prospects, business, financial condition or results of operations. Maintaining and enhancing the Enthusiast Gaming
brand will depend largely on Enthusiast Gaming’s ability to continue to provide high-quality products and services, which
Enthusiast Gaming may not continue to do successfully.



The
adtech and programmatic optimization tools utilized by Enthusiast Gaming are highly technical, and if not utilized properly, Enthusiast
Gaming’s business could be adversely affected





44







The
adtech and programmatic optimization tools utilized by Enthusiast Gaming enable it to target advertisements by a number of factors,
including age, gender, income, occupation, etc. There can be no assurance that the adtech and programmatic optimization tools
utilized by Enthusiast Gaming will not be enhanced or rendered obsolete by advances in technology, or that Enthusiast Gaming will
be able to utilize the adtech or programmatic tools necessary to remain competitive. This could have an adverse effect on Enthusiast
Gaming’s business, operations or financial condition. Moreover, the adtech and programmatic optimization tools utilized
by Enthusiast Gaming are highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities
which may result in unsuccessful advertising campaigns. Any unsuccessful advertising campaigns could result in damage to Enthusiast
Gaming’s reputation, loss of users, loss of revenue, or liability for damages, any of which could adversely affect Enthusiast
Gaming’s business and financial results.



Users
may use ad-blockers



The
success of Enthusiast Gaming’s business models depend on its ability to deliver targeted, highly relevant ads to users of
Enthusiast Gaming’s networks of digital media properties. Targeted advertising is done primarily through analysis of data,
much of which is collected on the basis of user-provided permissions. This data might include a user’s location, or data
collected when users view an advertisement or when they click on or otherwise engage with an advertisement. Users may elect not
to allow data sharing for targeted advertising for a number of reasons, such as privacy concerns. In addition, companies are constantly
developing products that enable users to prevent advertisements from appearing on its web browsers. Wider adoption of these products
could have a material adverse effect on Enthusiast Gaming’s prospects, business, financial conditions or results of operations.



Enthusiast
Gaming’s transmission of user data



Enthusiast
Gaming transmits and stores a large volume of data. Enthusiast Gaming may be subject to increased legislation and regulations
on the collection, storage, retention, transmission and use of user-data that they collect. Enthusiast Gaming’s efforts
to protect the personal information of its users, partners and clients may be unsuccessful due to the actions of third parties,
software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt
to fraudulently induce employees or users to disclose information in order to gain access to Enthusiast Gaming’s data, its
users’ data, its partners’ data or its clients’ data. If any of these events occur, users’, partners’
or clients’ information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or
improper use of the information of users or incidents involving violation of Enthusiast Gaming’s terms of service or policies
could damage Enthusiast Gaming’s reputation and Enthusiast Gaming’s brands and diminish its competitive position.
Moreover, affected users, clients or governmental authorities could initiate legal or regulatory action against Enthusiast Gaming
in connection with such incidents, which could cause Enthusiast Gaming to incur significant expense and liability or result in
orders or consent decrees forcing Enthusiast Gaming to modify its business practices and remediate the effects of any such incidents
of unauthorized access or use. Any of these events could have a material adverse effect on Enthusiast Gaming’s prospects,
business, financial condition or results of operations.



Enthusiast
Gaming is subject to privacy laws in each jurisdiction in which it operates and may face risks related to breaches of the applicable
privacy laws



Enthusiast
Gaming collects and stores personal information about its users, clients and partners and is responsible for protecting that information
from privacy breaches. A privacy breach may occur through procedural or process failure, information technology malfunction, or
deliberate unauthorized intrusions. Theft of data for competitive purposes, particularly user and partner lists, is an ongoing
risk whether perpetrated via employee collusion or negligence or through deliberate cyber-attack. Any such theft or privacy breach
could have a material adverse effect on Enthusiast Gaming’s business, financial condition or results of operations.



In
addition, there are a number of federal and provincial laws protecting the confidentiality of personal information and restricting
the use and disclosure of that protected information. In particular, the privacy



45







rules under the Personal Information Protection
and Electronic Documents Act (Canada) (“PIPEDA”), protect personal information by limiting its use and
disclosure of personal information. If Enthusiast Gaming were found to be in violation of the privacy or security rules under
PIPEDA or other laws protecting the confidentiality of personal information, it could be subject to sanctions and civil or criminal
penalties, which could increase its liability, harm its reputation and have a material adverse effect on the business, financial
condition or results of operations of Enthusiast Gaming.



In
Europe, the General Data Protection Regulation (“GDPR”), which came into force in May 2018, introduced new
obligations that apply internationally to entities that control or process the personal data of the citizens of the European Union.
Several of these obligations, if applicable, may require changes to the processes used by Enthusiast Gaming. Enthusiast Gaming
is also subject to the European Union data protection law, GDPR. Existing and proposed laws and regulations, in particular in
the European Union and the United States, concerning user privacy, use of personal information and on-line tracking technologies
could affect the efficacy and profitability of internet-based and digital marketing. The costs of compliance with these laws may
increase in the future as a result of the implementation of new laws or regulations, such as the GDPR, or changes in interpretations
of current ones. Any failure by Enthusiast Gaming to comply with these legal requirements, or its application in an unanticipated
manner, could harm its business and result in penalties or significant legal liability.



The
requirements of being a public company may strain Enthusiast Gaming’s resources, divert management’s attention and
affect its ability to attract and retain executive management and qualified board members



As
a reporting issuer, Enthusiast Gaming is subject to the reporting requirements of applicable securities legislation of the jurisdiction
in which it is a reporting issuer, the listing requirements of the TSX and other applicable securities rules and regulations.
Compliance with these rules and regulations may increase Enthusiast Gaming’s legal and financial compliance costs, make
some activities more difficult, time consuming or costly and increase demand on its systems and resources. Applicable Securities
Laws require Enthusiast Gaming to, among other things, file certain annual and quarterly reports with respect to its business
and results of operations. In addition, Applicable Securities Laws require Enthusiast Gaming to, among other things, maintain
effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required,
improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant
resources and management oversight may be required. Specifically, due to the increasing complexity of its transactions, Enthusiast
Gaming is improving its disclosure controls and procedures and internal control over financial reporting primarily through the
continued development and implementation of formal policies, improved processes and documentation procedures, as well as the continued
sourcing of additional finance resources. As a result, management’s attention may be diverted from other business concerns,
which could harm Enthusiast Gaming’s business and results of operations. To comply with these requirements, Enthusiast Gaming
may need to hire more employees in the future or engage outside consultants, which will increase its costs and expenses.



In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty
for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws,
regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,
their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could
result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure
and governance practices. Enthusiast Gaming intends to continue to invest resources to comply with evolving laws, regulations
and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s
time and attention from revenue generating activities to compliance activities. If its efforts to comply with new laws, regulations
and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to its application
and practice, regulatory authorities may initiate legal proceedings against Enthusiast Gaming and Enthusiast Gaming’s business
may be adversely affected.





46







As
a public company subject to these rules and regulations, Enthusiast Gaming may find it more expensive to obtain director and officer
liability insurance, and may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These
factors could also make it more difficult for Enthusiast Gaming to attract and retain qualified members of its Board, particularly
to serve on its audit committee and compensation committee, and qualified executive officers.



As
a result of disclosure of information in filings required of a public company, Enthusiast Gaming’s business and financial
condition have become more visible, which may result in threatened or actual litigation, including by competitors and other third
parties. If such claims are successful, Enthusiast Gaming’s business and results of operations could be harmed, and even
if the claims do not result in litigation or are resolved in its favor, these claims, and the time and resources necessary to
resolve it, could divert the resources of Enthusiast Gaming’s management and harm its business and results of operations.



If
research analysts do not publish research about Enthusiast Gaming’s business or if they issue unfavourable commentary or
downgrade Enthusiast Gaming Shares, Enthusiast Gaming’s stock price and trading volume could decline



The
trading market for the securities of Enthusiast Gaming may depend in part on the research and reports that research analysts publish
about Enthusiast Gaming and its business. If Enthusiast Gaming does not maintain adequate research coverage, or if one or more
analysts who cover Enthusiast Gaming downgrades its stock, or publishes inaccurate or unfavourable research about Enthusiast Gaming’s
business, the price of Enthusiast Gaming Shares could decline. If one or more of the research analysts ceases to cover Enthusiast
Gaming or fails to publish reports on it regularly, demand for securities of Enthusiast Gaming could decrease, which could cause
Enthusiast Gaming’s stock price or trading volume to decline.



The
market price of Enthusiast Gaming Shares may decline due to the large number of outstanding common shares eligible for future
sale



Sales
of substantial amounts of Enthusiast Gaming Shares in the public market, or the perception that these sales could occur, could
cause the market price of Enthusiast Gaming Shares to decline. These sales could also make it more difficult for Enthusiast Gaming
to sell equity or equity-related securities in the future at a time and price that they deem appropriate.



Certain
shares of Enthusiast Gaming, such as those subject to escrow agreements, will have restrictions on trading.



Enthusiast
Gaming may also issue Enthusiast Gaming Shares or securities convertible into Enthusiast Gaming Shares from time to time in connection
with a financing, acquisition or otherwise. Any such issuance could result in substantial dilution to existing holders of Enthusiast
Gaming Shares and cause the trading price of Enthusiast Gaming’s securities to decline.



Enthusiast
Gaming may issue additional equity securities, or engage in other transactions that could dilute its book value or affect the
priority of its shares, which may adversely affect the market price of its shares



The
boards of directors of Enthusiast Gaming may determine from time to time that they need to raise additional capital by issuing
additional Enthusiast Gaming Shares or other securities. Enthusiast Gaming will not be restricted from issuing additional Enthusiast
Gaming Shares, including securities that are convertible into or exchangeable for, or that represent the right to receive, Enthusiast
Gaming Shares. Because Enthusiast Gaming’s decisions to issue securities in any future offering will depend on market conditions
and other factors beyond Enthusiast Gaming’s control, they cannot predict or estimate the amount, timing, or nature of any
future offerings, or the prices at which such offerings may be affected. Additional equity offerings may dilute the holdings of
its existing shareholders or reduce the market price of its common stock, or both. Holders of Enthusiast Gaming Shares are not
entitled to pre-emptive rights or





47







other protections against dilution. New investors also may have rights, preferences, and privileges
that are senior to, and that adversely affect Enthusiast Gaming’s then-current holders of Enthusiast Gaming Shares. Additionally,
if Enthusiast Gaming raises additional capital by making offerings of debt or preference shares, upon liquidation of Enthusiast
Gaming, holders of its debt securities and preference shares, and lenders with respect to other borrowings, may receive distributions
of its available assets before the holders of Enthusiast Gaming Shares.



Tax
considerations applicable to an investment in Enthusiast Gaming Shares



Each
prospective investor should consult with its own tax advisor with respect to the Canadian and non-Canadian income tax consequences
of acquiring, holding, and disposing of Enthusiast Gaming Shares, based on each prospective investor’s particular circumstances.



History
of net losses



Each
of Enthusiast Gaming, Former Enthusiast, GameCo, and Luminosity have incurred operating losses since their respective incorporations.
Enthusiast Gaming may not be able to achieve or maintain profitability and may continue to incur significant losses in the future.
In addition, Enthusiast Gaming expects to continue to increase operating expenses as it implements initiatives to continue to
grow its business. If Enthusiast Gaming’s revenues do not increase to offset these expected increases in costs and operating
expenses, Enthusiast Gaming may not be profitable.



Negative
operating cash flow



Each
of Enthusiast Gaming, Former Enthusiast, GameCo, and Luminosity have historically had negative cash flow from operating activities.
Continued losses may have the following consequences:



| | ● | increasing
                                         Enthusiast Gaming’s vulnerability to general adverse economic and industry conditions;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------



| | ● | limiting
                                         Enthusiast Gaming’s ability to obtain additional financing to fund future working
                                         capital, capital expenditures, operating costs and other general corporate requirements;
                                         and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | limiting
                                         Enthusiast Gaming’s flexibility in planning for, or reacting to, changes in its
                                         business and the industry.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Reliance
on management



The
success of Enthusiast Gaming will be dependent upon the ability, expertise and judgment of its senior management. Any loss of
the services of such individuals could have a material adverse effect on Enthusiast Gaming’s business, operations, results,
financial condition or prospects.



Dependence
on personnel



Due
to the technical nature of its business and the dynamic market in which Enthusiast Gaming competes, the Company’s success
depends on its ability to attract and retain highly skilled managerial, marketing and sales personnel. In particular, Enthusiast
Gaming’s future success will depend in part on the continued services of each of its proposed executive officers and other
key employees. Competition for qualified personnel in the industry in which Enthusiast Gaming operates is intense. The Company
believes that there are only a limited number of people with the requisite skills to serve in many key positions and it is difficult
to hire and retain these people. The loss of one or more of these key personnel may have a significant adverse effect on the Company’s
sales, operations and profits.



Litigation





48







Enthusiast
Gaming may become party to litigation from time to time in the ordinary course of business, which could adversely affect its business.
Should any litigation in which Enthusiast Gaming become involved be determined against Enthusiast Gaming, such a decision could
adversely affect Enthusiast Gaming’s ability to continue operating and the market price for Enthusiast Gaming Shares, and
could use significant financial and personnel resources of Enthusiast Gaming. Even if Enthusiast Gaming is involved in litigation
and wins, litigation can redirect significant company resources.



In
addition to being subject to litigation in the ordinary course of business, in the future, Enthusiast Gaming may be subject to
class actions, derivative actions and other securities litigation and investigations. This litigation may be time consuming, expensive
and may distract Enthusiast Gaming from the conduct of its daily business. It is possible that Enthusiast Gaming will be required
to pay substantial judgments, settlements or other penalties and incur expenses that could have a material adverse effect on its
operating results, liquidity or financial position. Expenses incurred in connection with these lawsuits, which would be expected
to include substantial fees of lawyers and other professional advisors, and Enthusiast Gaming’s obligations to indemnify
officers and directors who may be parties to such actions, could materially adversely affect Enthusiast Gaming’s reputation,
operating results, liquidity or financial position. Furthermore, it is not known with certainty if any of this type of litigation
or any resulting expenses will be fully or even partially covered by Enthusiast Gaming’s insurance. In addition, these lawsuits
may cause insurance premiums to increase in future periods.



Cyber
security



Cyber
attacks or other breaches of network or IT systems security may cause disruptions to Enthusiast Gaming’s operations. A major
security breach could result in the loss of critical data, theft of intellectual property, disclosure of confidential information,
customer claims and litigation, reduced revenues due to business interruption, costs associated with remediation of infrastructure
and systems, class action and derivative action lawsuits and damage to Enthusiast Gaming’s reputation. Furthermore, the
prevalence and sophistication of these types of threats are increasing and Enthusiast Gaming’s security measures may not
be sufficient to prevent the damage that such threats can inflict on Enthusiast Gaming’s assets and information. Enthusiast
Gaming’s insurance may not be adequate to fully reimburse the company for these costs and losses.



Intellectual
property



Enthusiast
Gaming may protect its intellectual property through trade secrets, reliance upon copyright legislation, common law trademark
protection, and trademark applications and registrations. However, filing trademark applications may not result in enforceable
trademark rights in all jurisdictions that Enthusiast Gaming may operate in. Unauthorized parties may attempt to copy aspects
of Enthusiast Gaming’s products or to obtain information it regards as proprietary. Policing unauthorized use of proprietary
technology, if required, may be difficult, time-consuming and costly. If a third-party misappropriates Enthusiast Gaming’s
intellectual property, Enthusiast Gaming may be unable to enforce its rights. If Enthusiast Gaming is unable to protect its intellectual
property against unauthorized use by others, it could have an adverse effect on its competitive position. Enthusiast Gaming may
be challenged by allegations of its infringement of the intellectual property of others. There is no assurance that Enthusiast
Gaming will be successful in defending such claims and, if Enthusiast Gaming is unsuccessful, there is no assurance that Enthusiast
Gaming will be successful in obtaining a licence for the intellectual property in question. Intellectual property claims are expensive
and time consuming to defend and, even if they are without merit, may cause delay in the introduction of new products or services.
In addition, Enthusiast Gaming’s managerial resources could be diverted in order to defend its rights, which could disrupt
its operations.



Enthusiast
Gaming may receive assertions or claims from third parties alleging that Enthusiast Gaming’s products violate or infringe
its intellectual property rights. This potential liability, if realized, could materially adversely affect Enthusiast Gaming’s
business, operating results and financial condition. In addition to





49







potentially being found to be liable for substantial damages
in the event of an unfavorable outcome in such a claim, Enthusiast Gaming may have to cease the sale of certain products and restructure
its business.



Difficulty
to forecast



Enthusiast
Gaming must rely largely on their own market research to forecast sales as detailed forecasts are not generally obtainable from
other sources at this preliminary stage of the esports industry. A failure in the demand for its products or services to materialize
as a result of competition, technological change or other factors could have a material adverse effect on the business, results
of operations and financial condition of Enthusiast Gaming.



Variable
revenues and earnings



The
revenues and earnings of Enthusiast Gaming may fluctuate from quarter to quarter, which could affect the market price of Enthusiast
Gaming Shares. Revenues and earnings may vary quarter to quarter as a result of a number of factors, including the timing of releases
of new products or services, activities of Enthusiast Gaming’s competitors, cyclical fluctuations related to the evolution
of the esports industry and online gaming technologies, concentration in Enthusiast Gaming’s customer bases, transition
periods associated with the migration to new technologies, impairment of goodwill or intangible assets which may result in a significant
change to earnings in the period in which an impairment is determined, and operating expenses that are generally fixed in the
short-term and therefore difficult to rapidly adjust to different levels of business. Any of the factors listed above could cause
significant variations to Enthusiast Gaming’s revenues, gross margins and earnings in any given quarter.



Suppliers



In
the event that Enthusiast Gaming is unable to maintain or establish relationships with suppliers or service providers as required,
the availability, pricing and quality of its products and services may be adversely affected, causing an adverse effect on Enthusiast
Gaming’s business, operating results and financial condition. Relationships with third-party suppliers and service providers
also expose Enthusiast Gaming to risks associated with the integrity, quality, reputation, solvency and performance of such parties.



Operating
risk and insurance coverage



Enthusiast
Gaming may obtain insurance to protect their assets, operations and employees. Such insurance may be subject to coverage limits
and exclusions and may not be available for the risks and hazards to which Enthusiast Gaming is exposed. In addition, no assurance
can be given that such insurance would be adequate to cover Enthusiast Gaming’s liabilities or will be generally available
in the future or, if available, that premiums will be commercially justifiable. If Enthusiast Gaming were to incur substantial
liability and such damages were not covered by insurance or were in excess of policy limits, or if Enthusiast Gaming were to incur
such liability at a time when they are not able to obtain liability insurance, its business, results of operations and financial
condition could be materially adversely affected.



Management
of growth



Enthusiast
Gaming may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls.
The ability of Enthusiast Gaming to manage growth effectively will require it to continue to implement and improve its operational
and financial systems and to expand, train and manage its employee bases. The inability of Enthusiast Gaming to deal with this
growth may have a material adverse effect on Enthusiast Gaming’s business, financial condition, results of operations and
prospects.



Conflicts
of interest



Enthusiast
Gaming may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may
be engaged in a range of business activities. In addition, Enthusiast





50







Gaming’s executive officers and directors may devote
time to its outside business interests, so long as such activities do not materially or adversely interfere with their duties
to Enthusiast Gaming. In some cases, Enthusiast Gaming’s executive officers and directors may have fiduciary obligations
associated with these business interests that interfere with their ability to devote time to Enthusiast Gaming’s business
and affairs and that could adversely affect Enthusiast Gaming’s operations. These business interests could require significant
time and attention of Enthusiast Gaming’s executive officers and directors.



In
addition, Enthusiast Gaming may also become involved in other transactions which conflict with the interests of its directors
and officers who may from time to time deal with persons, firms, institutions or companies with which Enthusiast Gaming may be
dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with
those of Enthusiast Gaming. In addition, from time to time, these persons may be competing with Enthusiast Gaming for available
investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable
laws. In particular, in the event that such a conflict of interest arises at a meeting of Enthusiast Gaming’s directors,
a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In
accordance with applicable laws, the directors of Enthusiast Gaming are required to act honestly, in good faith and in the best
interests of Enthusiast Gaming.



Dividends



Enthusiast
Gaming does not anticipate paying any dividends in the foreseeable future. Dividends paid by Enthusiast Gaming would be subject
to tax and, potentially, withholdings.



Credit
concentration and credit risk



Enthusiast
Gaming intends to provide credit to its customers in the normal course of operations. Credit risk arises from the potential that
a customer or counterparty will fail to meet its contractual obligations. Enthusiast Gaming is exposed to credit risk from their
customers on their receivables and unbilled revenue. Accounts receivable include amounts due from customers which expose Enthusiast
Gaming to risk of non-payment. Although Enthusiast Gaming attempts to manage their credit risk exposures, there is no assurance
that this provision will be adequate.



Reputational
risk



Reputational
damage can result from the actual or perceived occurrence of any number of events, and could include any negative publicity, whether
true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated
content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions
and views, whether true or not. Reputation loss may result in decreased customer confidence and an impediment to Enthusiast Gaming’s
overall ability to advance its products and services with customers, thereby having a material adverse impact on its financial
performance, financial condition, cash flows and growth prospects.



Third
party dependence



Many
of Enthusiast Gaming’s business activities rely on telecommunication and network systems that the Company does not own or
operate. Such telecommunication and network systems are complex electronic systems, subject to electronic and mechanical failures
and possible sabotage. Given the event-based nature of the esports industry, even temporary or limited failures of these telecommunication
and network systems would impair Enthusiast Gaming’s business activities and/or the growth of current and additional market
opportunities, which would adversely affect Enthusiast Gaming’s results of operations.





51







Industry
growth



There
can be no assurance that Enthusiast Gaming’s targeted vertical and geographic markets will grow, or that it will be successful
in establishing new vertical and geographic markets. If the various markets in which Enthusiast Gaming’s products and services
compete fail to grow, or grow more slowly than anticipated, or if it is unable to establish itself in new markets, its growth
plans could be materially adversely affected.



Accounting
estimates



The
Company’s management makes various estimates and assumptions in determining its respective reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities, and revenues and expenses for each year presented. Changes in estimates
and assumptions will occur based on the passage of time and the occurrence of certain events.



Internal
controls



Internal
controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements in accordance with IFRS. However, internal controls over financial reporting are not
guaranteed to provide absolute assurance with regard to the reliability of financial reporting and financial statements.



Risk
Factors Relating to the Enthusiast Gaming Shares



Share
price fluctuations



The
market price of Enthusiast Gaming Shares may be subject to wide fluctuations in response to many factors, including variations
in the operating results of Enthusiast Gaming and its subsidiaries, divergence in financial results from analysts’ expectations,
changes in earnings estimates by stock market analysts, changes in the business prospects of Enthusiast Gaming and its subsidiaries,
general economic conditions, legislative changes, and other events and factors outside of Enthusiast Gaming’s control. In
particular, the recent actions of the Russian military in Ukraine and any restrictive actions that are or may be taken by other
countries in response thereto, such as sanctions or export controls, could have potential impacts on commodity prices and negative
implications on the financial markets. Accordingly, the market price of the Enthusiast Gaming Shares may decline even if Enthusiast
Gaming’s operating results, underlying asset values or prospects have not changed. In addition, stock markets have from
time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could
adversely affect the market price for Enthusiast Gaming Shares.



Limited
market for securities



There
can be no assurance that an active and liquid market for Enthusiast Gaming Shares will be maintained and an investor may find
it difficult to resell Enthusiast Gaming Shares.



Additional
financing



In
order to execute its anticipated growth strategies, Enthusiast Gaming may require additional equity and/or debt financing to support
ongoing operations, to undertake capital expenditures, or to undertake business combination transactions or other initiatives.
There can be no assurance that additional financing will be available to Enthusiast Gaming when needed or on terms which are acceptable.
Enthusiast Gaming’s inability to raise additional financing could limit Enthusiast Gaming’s growth and may have a
material adverse effect upon its businesses, operations, results, financial condition or prospects.



If
additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could
suffer significant dilution, and any new equity securities issued could have rights,



52







preferences and privileges superior to those
of holders of Enthusiast Gaming Shares. Any debt financing secured in the future could involve restrictive covenants relating
to capital raising activities and other financial and operational matters, which may make it more difficult for Enthusiast Gaming
to obtain additional capital and to pursue business opportunities.



Foreign
exchange



It
is anticipated that Enthusiast Gaming’s operations will expand with increased global sales, thus exposing Enthusiast Gaming
to increased amounts of foreign currency risk.



Government
regulations



Although
Enthusiast Gaming believes that it has obtained the necessary approvals for the products and services that it currently sells,
Enthusiast Gaming may not be able to obtain approvals for future products and services on a timely basis, or at all. In addition,
regulatory requirements may change or Enthusiast Gaming may not be able to obtain regulatory approvals from countries in which
Enthusiast Gaming may desire to sell products in the future. Enthusiast Gaming may be required to incur additional costs in order
to comply with foreign and state government regulations as they might pertain to certain issues concerning compliance with local
regulations governing its devices, content, privacy, taxation and other considerations.



Global
economic conditions and public health crises



Events
in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each
other. General global economic conditions, even if seemingly unrelated to Enthusiast Gaming or to its industry, including, without
limitation, interest rates, general levels of economic activity, fluctuations in the market prices of securities, participation
by other investors in the financial markets, economic uncertainty, national and international political circumstances, natural
disasters, or other events outside of the Company’s control may affect the activities of Enthusiast Gaming directly or indirectly.



For
example, general volatility in the equity markets could hurt Enthusiast Gaming’s ability to raise capital and significantly
impact the Company’s access to funding and liquidity. Enthusiast Gaming may also be negatively impacted by volatility in
the equity markets as a result of a number of catastrophic events that are beyond the Company’s control, including infectious
diseases, pandemics or similar health threats, such as the evolving COVID-19 outbreak or fear of the foregoing. The risks to the
Company of epidemics, pandemics and other public health crises, such as COVID-19, could include risks to employee health and safety.
In addition, any prolonged restrictive measures put in place in order to control an outbreak of contagious disease, such as quarantines
or other requirements or circumstances may require the Company to change the way it conducts its business and operations, including
requiring the Company to reduce or cease operations at some or all of its offices for an indeterminate period of time. Further,
the Company’s critical supply chains may similarly be disrupted for an indeterminate amount of time. While these effects
may be mitigated through vaccinations, the effectiveness of vaccines against variant strains of COVID-19 (including the Delta
and Omicron variants), ongoing uncertainty with respect to the extent and duration of the pandemic, including as a result of the
effect of the currently prevalent Omicron variant and the potential emergence of other variants of the virus in the future, the
severity of variant strains, the duration of the various disruptions to businesses locally and internationally and the related
financial impact cannot be reasonably estimated at this time. All of these factors could have a material impact on the Company’s
business, operations, personnel and financial condition.



In
addition to the above, the Company could also experience negative impacts to its business and results of operations as a result
of other macroeconomic, geopolitical and other challenges, uncertainties and volatility. For example, in response to the recent
action of Russian military forces in Ukraine, a number of countries, including the U.S., Canada and the European Union member
states, have taken actions against Russia, including the imposition of sanctions and restrictions on certain sectors of the Russian
economy, the expulsion of some Russian banks from the SWIFT global banking payment system, and other measures, with further restrictions
likely as the conflict continues. The outcome of the conflict is uncertain, and the conflict could lead to heightened volatility
in the global markets and increase inflation, all of which



53







could reduce the Company’s profitability and have a material
adverse effect on its business, operations, personnel or financial condition.



Such
public health crises or military conflicts may also have a material adverse impact on the North American capital markets and the
Company’s ability to raise sufficient funds to finance its ongoing development of its material business. A reduction in
credit, combined with reduced economic activity, may materially adversely affect businesses and industries that collectively constitute
a significant portion of Enthusiast Gaming’s client base and may make it more difficult for Enthusiast Gaming to maintain
business activities at the levels currently forecast. It is not always possible to fully insure against such risks, and Enthusiast
Gaming may decide not to insure such risks as a result of high premiums or other reasons. Should liabilities arise, they could
reduce or eliminate any future profitability and result in increasing costs and a decline in the value of Enthusiast Gaming Shares.



Cancellation
or curtailing of events



We
and our suppliers have operations in, and our customers reside in, locations subject to natural occurrences such as natural crises,
severe weather and other geological events, including, without limitation, pandemics (including the COVID-19 pandemic), epidemics,
outbreaks of infectious disease, hurricanes, earthquakes, floods, blizzards, wild fires or tsunamis that could disrupt operations
and gameplay. Our business is affected by the scheduling and live broadcasting of events. Disruptions to the scheduling and broadcasting
of those events, including disruptions resulting from any of the aforementioned natural occurrences, may have a material impact
on our business, results of operations or financial condition for the relevant period. In some instances, the scheduling of major
sporting and other events occurs seasonally, or at regular but infrequent intervals.



The
cancellation, postponement or curtailment of significant events, for example due to adverse weather conditions, terrorist acts
or other acts of war or hostility or the outbreak of infectious diseases (including the COVID-19 pandemic), pandemics, or cancellation
of, disruption to, or postponement of such events, for example due to contractual disputes, or technological or communication
problems, could materially adversely affect our business, results of operations, financial condition and prospects.



Climate
change



Global
climate change could exacerbate certain of the threats facing Enthusiast Gaming’s business, including the frequency and
severity of weather-related events and changing temperatures, which can disrupt the Company’s operations, create financial
risk to the business of the Company or otherwise have a material adverse effect on our results of operations, financial position
or liquidity. These may result in substantial costs to respond during the event, to recover from the event and possibly to modify
existing or future plants to prevent recurrence. Climate change could also disrupt the operations of Enthusiast Gaming by impacting
the availability and cost of services or materials needed and increasing the cost of insurance and other operating costs.



Global
climate change also results in regulatory risks. There continues to be a lack of consistent climate legislation, which creates
economic and regulatory uncertainty. Increased public awareness and concern regarding global climate change may result in more
legislative and/or regulatory requirements.



DIVIDENDS



Enthusiast
Gaming and its subsidiaries have not paid dividends and Enthusiast Gaming does not expect to pay dividends in the near future.
Enthusiast Gaming has no restrictions on paying dividends. Enthusiast Gaming’s board of directors will determine if and
when dividends should be declared and paid in the future based upon the Company’s financial position at the relevant time.
If Enthusiast Gaming generates earnings in the foreseeable future, it expects that they will be retained to finance operations
and growth.





54







GENERAL
DESCRIPTION OF CAPITAL STRUCTURE



The
authorized capital of Enthusiast Gaming consists of an unlimited number of common shares (the “Enthusiast Gaming Shares”)
and an unlimited number of preferred shares (the “Enthusiast Gaming Preferred Shares”). As of March 28, 2022, the
Company had 133,696,306 Enthusiast Gaming Shares outstanding. No Enthusiast Gaming Preferred Shares have been issued or are outstanding.



The
holders of Enthusiast Gaming Shares are entitled to dividends, if, as and when declared by the Company’s Board, entitled
to one vote per share at meetings of the shareholders and, upon dissolution, entitled to share equally in such assets of Enthusiast
Gaming as are distributable to the holders of Enthusiast Gaming Shares, subject to the rights of the holders of Enthusiast Gaming
Preferred Shares.



The
Enthusiast Gaming Preferred Shares may be issued in one or more series and, subject to the BCBCA, the Board may, by resolution,
if none of the shares of any particular series are issued, alter the articles of the Company and authorize the alteration of the
notice of articles of the Company, as the case may be, to, inter alia, attach special rights or restrictions to the shares
of that series, or alter any such special rights or restrictions.



In
addition, the Company has the following convertible securities issued and outstanding as of March 28, 2022:



|Security             | Number
    or Amount | Exercise
    or 
Conversion Price               | Expiry/Maturity
    Date                     
|-------------------- | -------------------- | ----------------------------------------------- | ---------------------------------------------
|Stock
    options(2) | 3,879,225            | Ranges
    from $0.37 to $8.75 per common share | Ranges
    from October 2022 to December 2028
|Share
    Units(3)   | 2,429,306            | N/A                                             | N/A                                          



Notes:



| | (1) | The
                                         information in the table above is presented on a post-Consolidations basis.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | Enthusiast
                                         Gaming adopted a new stock option plan (the “Option Plan”) on January
                                         16, 2020, and amended it on December 17, 2020 to replace its previous stock option plan
                                         adopted and amended on July 23, 2018 and July 9, 2019, respectively, pursuant to which
                                         the Board may from time to time, in its discretion, and in accordance with the TSX requirements,
                                         grant to directors, officers, consultants and employees of Enthusiast Gaming or its subsidiaries,
                                         non-transferable options to purchase Enthusiast Gaming Shares, provided that, in addition
                                         to other restrictions outlined in the Option Plan, the number of shares reserved for
                                         issuance will not exceed 10% of the issued and outstanding shares exercisable for a period
                                         of up to 10 years from the date of grant, and the number of shares reserved for issuance
                                         to any one person will not exceed five percent (5%) of the issued and outstanding Enthusiast
                                         Gaming Shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Enthusiast
                                         Gaming adopted a new share unit plan (the “SU Plan”) on November 5,
                                         2020, pursuant to which the Board may from time to time, in its discretion, and in accordance
                                         with the TSX requirements, grant to a consultant, service provider, part-time and full-time
                                         employee, director, including non-executive directors, or officer of a Participating
                                         Company (such term including the Company and its Affiliates, as designated by the Board
                                         from time to time) non-transferable share units (“SUs”) which entitle
                                         the holder thereof to, in the sole discretion of the Company, (i) the number of Enthusiast
                                         Gaming Shares equal to one Enthusiast Gaming Share for each whole vested SU; (ii) an
                                         amount in cash equal to the value of the number of vested SUs (as determined in accordance
                                         with the SU Plan); or (iii) a combination of (i) and (ii), subject in each case to applicable
                                         taxes and provided that, in addition to other restrictions outlined in the SU Plan, the
                                         number of Enthusiast Gaming Shares reserved for issuance to insiders under the SU Plan
                                         and any other share based compensation arrangement adopted by the Company will not exceed
                                         10% of the issued and outstanding shares exercisable for a period of up to 10 years from
                                         the date of grant, and the number of Enthusiast Gaming Shares reserved for issuance to
                                         any one person under the SU Plan will not exceed five percent (5%) of the issued and
                                         outstanding Enthusiast Gaming Shares. In any event, the maximum number of Enthusiast
                                         Gaming Shares that are issuable to settle SUs that may settle in treasury Enthusiast
                                         Gaming Shares granted under the SU Plan shall not exceed 4% of the aggregate number of
                                         Enthusiast Gaming Shares issued and outstanding from time to time.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





55







MARKET
FOR SECURITIES



Trading
Price and Volume



The
outstanding Enthusiast Gaming Shares are listed and posted for trading on the TSX under the symbol “EGLX”, the Nasdaq
under the symbol “EGLX”, the Frankfurt Stock Exchange under the symbol “2AV”, and the OTCQB under the
symbol “ENGMF”.



The
following table sets out the price range (monthly high and low prices) and monthly trading volumes of the Enthusiast Gaming Shares
on the TSX during the financial year ended December 31, 2021.



|TSX
    Price Range ($)
|-----------------------
|Month
    and Year     
|January
    2021       
|February
    2021      
|March
    2021         
|April
    2021         
|May
    2021           
|June
    2021          
|July
    2021          
|August
    2021        
|September
    2021     
|October
    2021       
|November
    2021      
|December
    2021      



Prior
Sales



During
the most recently completed financial year, and up to the date of this Annual Information Form, the Company has issued the following
securities that were not listed on an exchange or marketplace:



|Security          | Number
    of 
    Securities 
Issued | Exercise
    
Price | Date
    of Issue    | Expiry
    Date     
|----------------- | ------------------------------------- | ------------------- | -------------------- | --------------------
|Stock
    Options | 743,671(2)                            | $3.20               | January
    20, 2021 | December
    9, 2025
|Share
    Units   | 1,251,162(3)                          | N/A(4)              | January
    20, 2021 | N/A                 
|Stock
    Options | 855,234(5)                            | $8.75               | April
    13, 2021   | January
    1, 2026 
|Share
    Units   | 1,242,577(6)                          | N/A(7)              | April
    13, 2021   | N/A                 



Notes:



| | (1) | The
                                         information in the table above is presented on a post-Consolidations basis.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | On
                                         January 20, 2021, Enthusiast Gaming granted stock options to certain directors, officers
                                         and employees pursuant to the Option Plan.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | On
                                         January 20, 2021, Enthusiast Gaming granted SUs to certain directors, officers and employees
                                         pursuant to the Company’s SU Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





56







| | (4) | These
                                         SUs vest as follows: (i) 530,692 on January 20, 2021; (ii) 417,054 on January 20, 2022;
                                         and (iii) 303,416 on January 20, 2023.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | On
                                         April 13, 2021, Enthusiast Gaming granted stock options to certain directors, officers,
                                         employees and consultants of the Company pursuant to the Option Plan.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | On
                                         April 13, 2021, Enthusiast Gaming granted SUs to certain directors, officers, employees
                                         and consultants of the Company pursuant to the Company’s SU Plan.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | These
                                         SUs vest one-third on each of January 20, 2022, January 20, 2023 and January 20, 2024,
                                         respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



ESCROWED
SECURITIES AND SECURITIES SUBJECT TO RESTRICTION ON TRANSFER



The
following table summarizes details of the Company’s securities of each class held, to the Company’s knowledge, in
escrow or that are subject to a contractual restriction on transfer as of March 28, 2022. Unless otherwise indicated, the escrow
agent for each of the Enthusiast Gaming Shares placed under escrow is Computershare Investor Services Inc. (the “Escrow
Agent”).



|Designation
    of class | Number
    of securities held in 
escrow or that are subject to a 
contractual restriction on 
transfer | Percentage
    of Enthusiast 
Gaming Shares outstanding
|------------------------ | ------------------------------------------------------------------------------------------------------- | -------------------------------------------------------
|Common
    Shares        | 227,397(2)                                                                                              | 0.17%                                                  
|Common
    Shares        | 1,947,258(3)                                                                                            | 1.46%                                                  
|Common
    Shares        | 520,833(4)                                                                                              | 0.39%                                                  
|Common
    Shares        | 151,043(5)                                                                                              | 0.11%                                                  
|Common
    Shares        | 790,094(6)                                                                                              | 0.59%                                                  
|Common
    Shares        | 2,661,164(7)                                                                                            | 1.99%                                                  
|Common
    Shares        | 2,016,300(8)                                                                                            | 1.51%                                                  
|Common
    Shares        | 1,573,965(9)                                                                                            | 1.18%                                                  



Notes:



| | (1) | The
                                         information in the table above is presented on a post-Consolidations basis.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | J55
                                         CPC Escrow Agreement. These shares (the “J55 CPC Escrow Shares”)
                                         are subject to the release schedule set out in Schedule B(1) to the J55 CPC Escrow Agreement.
                                         Pursuant to Schedule B(1) of the J55 CPC Escrow Agreement, the shares are released from
                                         escrow as follows: 10% was released on the date of issuance by the TSXV of the Final
                                         Exchange Bulletin respecting the Amalgamation on September 3, 2019, and an additional
                                         15% is released every six months thereafter until all J55 CPC Escrow Shares have been
                                         released (36 months following the date of issuance of the Final Exchange Bulletin). The
                                         J55 CPC Escrow Agreement is in a form prescribed by the TSXV. The J55 CPC Escrow Shares
                                         may not be transferred without the approval of the TSXV other than in specified circumstances
                                         set out in the J55 CPC Escrow Agreement. Computershare Investor Services Inc. is acting
                                         as the escrow agent for the purposes of these shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | J55
                                         QT Escrow Agreement. These shares (the “J55 QT Value Escrow Shares”)
                                         are subject to the release schedule set out in Schedule B(2) to the J55 QT Escrow Agreement.
                                         Pursuant to Schedule B(2) of the J55 QT Escrow Agreement, the shares are released from
                                         escrow as follows: 10% were released upon the date of issuance of the Final Exchange
                                         Bulletin on September 3, 2019, and an additional 15% is released every six months thereafter,
                                         until all Value Escrow Securities have been released (36 months following the date of
                                         issuance of the Final Exchange Bulletin). The J55 QT Escrow Agreement is in a form prescribed
                                         by the TSXV The Value Escrow Shares may not be transferred without the approval of
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





57







| |  | the
                                         TSXV other than in specified circumstances set out in the J55 QT Escrow Agreement. Computershare
                                         Investor Services Inc. is acting as the escrow agent for the purposes of these shares.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Influencer
                                         Service Agreement.These shares are subject to resale restrictions set out in an
                                         exclusive service agreement with Blue Umbrella LLC for the influencer services, including
                                         the receipt of the services therein. There is no escrow agent in respect of these shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Vedatis
                                         Acquisition.These shares are subject to contractual resale restrictions in connection
                                         with the acquisition of Vedatis, from which the shares remaining in lock-up will be released
                                         in accordance with the following release schedule: (i) 50% twelve months following the
                                         closing date of the Vedatis acquisition, and (ii) 50% eighteen months following the closing
                                         date. There is no escrow agent in respect of these shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Tabwire
                                         Acquisition.These shares are subject to contractual resale restrictions in connection
                                         with the acquisition of Tabwire, from which they will be released in accordance with
                                         the following release schedule: (i) 66.66% twelve months following closing of the Tabwire
                                         acquisition, (ii) 16.66% fifteen months following the closing date, and (iii) 16.67%
                                         eighteen months following the closing date. There is no escrow agent in respect of these
                                         shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (7) | Addicting
                                         Games Acquisition. These shares are subject to a contractual
                                         lock-up in connection with the acquisition of Addicting Games, from which they will be
                                         released in accordance with the following release schedule: (i) 50% twelve months following
                                         the closing of the Addicting Games acquisition, and (ii) 50% twenty-four months following
                                         the closing date. There is no escrow agent in respect of these shares.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (8) | Outplayed
                                         Acquisition. These shares are subject to a contractual
                                         lock-up in connection with the acquisition of Outplayed, from which 1/3 will be released
                                         on each of 180, 360 and 540 days following the closing of the Outplayed acquisition.
                                         There is no escrow agent in respect of these shares.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Outplayed
                                         Acquisition. These shares are subject to a contractual
                                         lock-up in connection with the acquisition of Outplayed, from which they will be released
                                         240 days following the closing of the Outplayed acquisition. There is no escrow agent
                                         in respect of these shares.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



DIRECTORS
AND OFFICERS



The
following table sets out information regarding our directors and executive officers as at the date hereof. The Company’s
directors are elected annually and all of them are expected to hold office until the next annual meeting of holders of Enthusiast
Gaming Shares, at which time they may be re-elected or replaced.



|Name
    and Place 
of Residence                                                                                | Positions
    
/ Title                   | Director
    
Since | Principal
    
Occupation(s) 
for the Past Five 
Years                                                                                                                                                                                                                                                        | Number
    of 
Shares | Percentage
    of 
Shares 
Outstanding 
(%)
|--------------------------------------------------------------------------------------------------------------- | ---------------------------------------- | ------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | -------------------------------------------
|Adrian
                                         Montgomery(7)
        
        Toronto,
        Ontario, Canada | Chief
    Executive Officer and Director | June
    27, 2018   | CEO
                                         of the Company
        
        CEO,
        Director of GameCo
        
        Former
        CEO of Aquilini Sports and Entertainment
        
        Former
        CEO of QM Environmental Services
        
        Former
President of Tuckamore Capital | 3,218,700             | 2.41%                                      





58









|Name
    and Place 
of Residence                                                                                    | Positions
    
/ Title                                                                        | Director
    
Since | Principal
    
Occupation(s) 
for the Past Five 
Years                                                                                                                                                                 | Number
    of 
Shares | Percentage
    of 
Shares 
Outstanding 
(%)
|------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | -------------------------------------------
|Alex
                                         Macdonald
        
        Toronto,
        Ontario, Canada           | Chief
    Financial Officer                                                                   | N/A                 | CFO
                                         of the Company
        
        CFO
        of GameCo
        
        Former
CFO of Peeks Social Ltd.                                                                    | 20,000                | 0.01%                                      
|Eric
                                         Bernofsky(3)
        
        Toronto,
        Ontario, Canada        | Chief
    Corporate Officer                                                                   | N/A                 | CCO
                                         of the Company
        
        Former
        COO and Senior VP Finance of Enthusiast Gaming
        
        Former
Director of Corporate Development of Pelmorex Media | 987,558               | 0.74%                                      
|Thamba
                                         Tharmalingam
        
        Vaughan,
Ontario, Canada              | Chief
    Operating Officer                                                                   | N/A                 | COO
                                         of the Company
        
        Former
Vice President, Rogers Communications                                                                                              | Nil                   | Nil                                        
|Francesco
                                         Aquilini(4)
        
        Vancouver,
British Columbia, Canada | Non-Executive
                                         Chairman and
        
        Director | June
    27, 2018   | Managing
                                         Director of Aquilini Investment Group LP(8)
        
        Director,
Chairman of the Board of GameCo                                                               | 3,362,612             | 2.52%                                      
|Michael
                                         Beckerman (6)(7)
        
        Toronto,
Ontario, Canada         | Director                                                                                      | August
    30, 2019 | Chief
                                         Client Officer of Torstar Corporation(9)
        
        Former
CEO and President of MKTG Canada                                                                       | 51,666                | 0.04%                                      
|Alan
                                         Friedman(5)(7)
        
        Toronto,
Ontario, Canada              | Director                                                                                      | August
    30, 2019 | Principal
                                         of Bayline Capital Partners(10)
        
        Principal
of Rivonia Capital Inc.(11)                                                                              | 872,878               | 0.65%                                      





59









|Name
    and Place 
of Residence                                                                                  | Positions
    
/ Title | Director
    
Since | Principal
    
Occupation(s) 
for the Past Five 
Years                                                                                                                                                                                                                              | Number
    of 
Shares | Percentage
    of 
Shares 
Outstanding 
(%)
|----------------------------------------------------------------------------------------------------------------- | ---------------------- | ------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------- | -------------------------------------------
|Ben
                                         Colabrese(6)
        
        Toronto,
Ontario, Canada               | Director               | August
    30, 2019 | Executive
    VP Finance at Rogers Communications Inc. – Toronto Blue Jays(12)                                                                                                                                                                                                      | 20,000                | 0.01%                                      
|John
                                         Albright(6)
        
        Toronto,
Ontario, Canada               | Director               | July
    20, 2021   | Managing
    Partner at Relay Ventures(13)                                                                                                                                                                                                                                          | 724,348(14)           | 0.54%                                      
|Richard
                                         Sherman
        
        Maple
Valley, Washington, United States | Director               | April
    23, 2021  | Professional
                                         football player at the Tampa Bay Buccaneers (15)
        
        Former
        professional football player at the San Francisco 49ers(15)
        
        Former
professional football player at the Seattle Seahawks(15) | 77,357                | 0.06%                                      
|Menashe
                                         Kestenbaum(2)
        
        Toronto,
        Ontario, Canada  | Director               | August
    30, 2019 | Former
                                         President of the Company
        
        Founder
and former CEO of Enthusiast Gaming                                                                                                                                               | 2,027,360             | 1.52%                                      
|Total:                                                                                                            |                        |                     |                                                                                                                                                                                                                                                                                     | 11,362,479            | 8.50%                                      



Notes:



| | (1) | The
                                         information in the table above is presented on a post-Consolidations basis.
| | --- | ------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes
                                         622,450 Enthusiast Gaming Shares owned by KFPH Vest Holdings Inc., which is owned and
                                         controlled by Mr. Kestenbaum.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | Includes
                                         350,000 Enthusiast Gaming Shares owned by Jabenomli Holdings Inc., which is owned and
                                         controlled by Mr. Bernofsky.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Includes
                                         2,962,512 Enthusiast Gaming Shares owned by GameCo Trust, which is owned and controlled
                                         by Mr. Aquilini.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Includes
                                         316,500 Enthusiast Gaming Shares owned by Esmys Family Trust and 62,797 Enthusiast Gaming
                                         Shares owned by Grayston Capital Investments Inc., which are controlled by Mr. Friedman.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (6) | Member
                                         of the Company’s Audit Committee.
| | --- | ---------------------------------------------------------------------------------



| | (7) | Member
                                         of the Company’s Compensation Committee.
| | --- | ----------------------------------------------------------------------------------------





60







| | (8) | Aquilini
                                         Investment Group LP is a parent company of several diverse subsidiaries since 1978. Aquilini
                                         Investment Group LP is best known for its ownership of the Vancouver Canucks and Rogers
                                         Arena.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (9) | Torstar
                                         Corporation is a Canadian media and data company, best known for its ownership of the
                                         Toronto Star newspaper.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (10) | Bayline
                                         Capital Partners is a financial advisory firm that is engaged in providing clients with
                                         advisory services relating to fund raising, corporate strategic alternatives and go-public
                                         transactions.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (11) | Rivonia
                                         Capital Inc. is a Canadian investment firm involved in the business of identifying, financing,
                                         structuring, administering and managing opportunities in emerging and developed markets,
                                         in the resources, infrastructure, technology and alternative medical sectors.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (12) | Toronto
                                         Blue Jays is a major league baseball team wholly-owned by Rogers Communications Inc.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------



| | (13) | Relay
                                         Ventures is a venture capital firm with investments from start-up phase to late venture
                                         and growth capital across North America.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (14) | Includes
                                         579,604 Enthusiast Gaming Shares owned by Relay Ventures Fund LP, 114,788 Enthusiast
                                         Gaming Shares owned by Relay Ventures Parallel Fund LP and 29,956 Enthusiast Gaming Shares
                                         owned by Relay Ventures Parallel US Fund LP, which are controlled by Mr. Albright.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (15) | The
                                         Tampa Bay Buccaneers, San Francisco 49ers and the Seattle Seahawks are professional American
                                         football teams that compete in the National Football League.
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The
directors and officers of Enthusiast Gaming, as a group, own, directly or indirectly, or exercise control or direction over, an
aggregate of 11,362,479 Enthusiast Gaming Shares (on an undiluted basis), representing 8.50% of the issued and outstanding Enthusiast
Gaming Shares on an undiluted basis. Each director’s term of office shall expire at the next annual meeting of the Company
shareholders unless re-elected at such meeting.



Applicable
corporate law permits the Board to appoint directors to fill any casual vacancies that may occur. The Board is permitted to add
additional directors between successive annual meetings of holders of Enthusiast Gaming Shares so long as the number appointed
does not exceed more than one-third of the number of directors appointed at the previous annual meeting. Individuals appointed
as directors to fill casual vacancies on the Board or added as additional directors hold office like any other director until
the next annual meeting at which time they may be re-elected or replaced.



Corporate
Cease Trade Orders or Bankruptcies



To
the knowledge of the Company, none of the directors or executive officers of the Company (nor any personal holding company of
any of such individuals) is, or has been within 10 years before the date of this Annual Information Form, a director, chief executive
officer or chief financial officer of any other company (including the Company) that:



| | a) | was
                                         subject to an order that was issued while the director or executive officer was acting
                                         in the capacity as director, chief executive officer or chief financial officer; or
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | was
                                         subject to an order that was issued after the director or executive officer ceased to
                                         be a director, chief executive officer or chief financial officer and which resulted
                                         from an event that occurred while that person was acting in the capacity as director,
                                         chief executive officer or chief financial officer;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



where
“order” refers to a cease trade or similar order, or an order that denied the relevant company access to any exemption
under securities legislation that was in effect for a period of more than 30 days.



To
the knowledge of the Company, none of the directors or executive officers of the Company (nor any personal holding company of
any of such individuals), or a shareholder holding a sufficient number of securities of the Company to affect materially the control
of the Company:



| | a) | is,
                                         as at the date of this Annual Information Form, or has been within the 10 years before
                                         the date of this Annual Information Form, a director or executive officer of any company
                                         (including the Company) that, while that person was acting in that capacity, or within
                                         a year of that person ceasing
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





61







| |  | to act in that capacity, became bankrupt, made a proposal
                                         under any legislation relating to bankruptcy or insolvency or was subject to or instituted
                                         any proceedings, arrangement or compromise with creditors or had a receiver, receiver
                                         manager or trustee appointed to hold its assets; or
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | has,
                                         within the 10 years before the date of this Annual Information Form, become bankrupt,
                                         made a proposal under any legislation relating to bankruptcy or insolvency, or become
                                         subject to or instituted any proceedings, arrangement or compromise with creditors, or
                                         had a receiver, receiver manager or trustee appointed to hold the assets of the director,
                                         executive officer or shareholder.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Penalties
or Sanctions



No
director or executive officer of Enthusiast Gaming (nor any personal holding company of any of such individuals), or a shareholder
anticipated to hold sufficient securities of the Company to affect materially the control of the Company, has



| | (a) | been
                                         subject to any penalties or sanctions imposed by a court relating to securities legislation
                                         or by a securities regulatory authority or has entered into a settlement agreement with
                                         a securities regulatory authority; or
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | been
                                         subject to any other penalties or sanctions imposed by a court or regulatory body that
                                         would likely be considered important to a reasonable investor in making an investment
                                         decision about the Company.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Conflicts
of Interest



Other
than disclosed herein, there are no known existing or potential material conflicts of interest among the Company or its subsidiaries
and any director or officer of the Company or of its subsidiaries.



Directors
and officers of Enthusiast Gaming may be presented from time to time with situations or opportunities which give rise to apparent
conflicts of interest which cannot be resolved by arm’s length negotiations but only through exercise by the officers and
directors of such judgment as is consistent with their fiduciary duties to the Company which arise under applicable corporate
law, especially insofar as taking advantage, directly or indirectly, of information or opportunities acquired in their capacities
as directors or officers of the Company. It is expected that all conflicts of interest will be resolved in accordance with the
BCBCA. It is expected that any transactions with officers and directors will be on terms consistent with industry standards and
sound business practice in accordance with the fiduciary duties of those persons to the Company, and, depending upon the magnitude
of the transactions and the absence of any disinterested Board members, may be submitted to the shareholders for their approval.
See “Risk Factors”.



LEGAL
PROCEEDINGS AND REGULATORY ACTIONS



The
Company is not aware of: (a) any legal proceedings to which the Company or its subsidiaries is a party, or by which any of the
Company’s property or its subsidiaries’ property is subject, which would be material to the Company or its subsidiaries,
during the Company’s financial year, and the Company is not aware of any such proceedings being contemplated; (b) any penalties
or sanctions imposed by a court relating to securities legislation, or other penalties or sanctions imposed by a court or regulatory
body against the Company or its subsidiaries during the most recently completed financial year or that would otherwise likely
be considered important to a reasonable investor making an investment decision; or (c) any settlement agreements that the Company
or its subsidiaries has entered into before a court relating to securities legislation or with a securities regulatory authority
during the most recently completed financial year.



INTEREST
OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS



Other
than as disclosed in this Annual Information Form or in the 2021 Annual Financial Statements, none of the directors or executive
officers of the Company, nor any person or company that beneficially owns, or controls or directs, directly or indirectly, more
than 10% of any class or series of the Company’s outstanding



62







voting securities, nor any associate or affiliate of the foregoing
persons, has or has had any material interest, direct or indirect, in any transaction within the three years prior to the date
of this Annual Information Form that has materially affected or is reasonably expected to materially affect the Company or its
subsidiaries.



TRANSFER
AGENT AND REGISTRAR



Enthusiast
Gaming’s registrar and transfer agent is Computershare Investor Services Inc., located at 3rd Floor – 510 Burrard
Street, Vancouver, British Columbia V6C 3B9.



MATERIAL
CONTRACTS



The
Company and/or its subsidiaries, as applicable, have entered into the following material contracts since the beginning of the
Company’s most recently completed financial year or before the Company’s most recently completed financial year if
any such contract is still in effect, and which are outside of the ordinary course of the Company’s business. A description
and summary for each material contract is provided below or has been cross-referenced in this Annual Information Form.



| | ● | SU
                                         Plan. See “General Description of Capital Structure”.
| | - | -------------------------------------------------------------------------------------------------



| | ● | Option
                                         Plan. See “General Description of Capital Structure”.
| | - | -----------------------------------------------------------------------------------------------------



INTERESTS
OF EXPERTS



Except
as disclosed herein, no person or company whose profession or business gives authority to a report, valuation, statement or opinion
made by the person or company and who is named as having prepared or certified the report, valuation, statement or opinion described
in or included in this Annual Information Form or a filing made under National Instrument 51-102 by the Company, during, or relating
to, the Company’s most recently completed financial year holds more than 1% beneficial interest, direct or indirect, in
any securities or other property of the Company or of an associate or affiliate of the Company and no such person is expected
to be elected, appointed or employed as a director, senior officer or employee of the Company or of an associate or affiliate
of the Company.



KPMG
LLP, the current external auditor of the Company, is independent of the Company within the meaning of the relevant rules and related
interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation and regulations, and is
independent with respect to the Company under all relevant U.S. professional and regulatory standards.



ADDITIONAL
INFORMATION



Additional
information relating to Enthusiast Gaming is available at www.sedar.com under the Company’s profile.



Enthusiast
Gaming shareholders may contact Enthusiast Gaming at its office by mail at 2 Bloor Street East, Suite 1921, Toronto, Ontario,
M4W 1A8, to request copies of Enthusiast Gaming’s financial statements and related MD&A. Financial information of Enthusiast
Gaming is provided in the 2021 Annual Financial Statements and 2021 Annual MD&A. Additional information, including information
about directors and officers remuneration and indebtedness, principal holders of Company’s securities and securities authorized
for issuance under equity compensation plans, is contained in the Company’s information circular for its most recent annual
meeting of securityholders that involved the election of directors, which is available at www.sedar.com.



AUDIT
COMMITTEE INFORMATION



Audit
Committee Charter





63







The
full text of Enthusiast Gaming’s Audit Committee Charter is disclosed in Schedule A at A-1.



Composition
of Audit Committee and Independence



NI
52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material
relationship with Enthusiast Gaming, which could, in the view of the Enthusiast Gaming Board, reasonably interfere with the exercise
of the member’s independent judgment. All of the members of Enthusiast Gaming’s Audit Committee are considered by
the Enthusiast Gaming Board to be independent as that term is defined in NI 52-110.



Relevant
Education and Experience



NI
52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a
set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable
to the breadth and complexity of the issues that can reasonably be expected to be raised by the particular issuer’s financial
statements. All of the members of Enthusiast Gaming’s Audit Committee are considered by the Enthusiast Gaming Board to be
financially literate as that term is defined in NI 52-110.



John
Albright



Mr.
Albright is Co-Founder and Managing Partner of Relay Ventures, an early stage venture fund exclusively focused on mobile connectivity.
During his tenure in the venture capital business, Mr. Albright has gained extensive experience assisting entrepreneurs shape
their vision and capital plans into successful long term growth programs which typically involved an aggressive financing strategy.
Mr. Albright has a history of assisting entrepreneurial companies through significant growth and eventually to the public markets.
His ability to work with and advise senior management of investee companies, as well as his skills in filling supporting roles
where existing management lack the experience or skill set, has been vital to the success of past investments. Mr. Albright is
a Chartered Financial Analyst and received his Bachelor of Business Administration degree from the Schulich School of Business
at York University.



Michael
Beckerman



Mr.
Beckerman is a highly experienced C-level sale and marketing executive with over 20 years’ experience. Mr. Beckerman is
currently the Chief Client Officer of Torstar Corporation. From 1987 to 1996 Mr. Beckerman held senior sales and marketing positions
at NIKE in Asia, Europe and the U.S., including serving as Director of Advertising for NIKE in Europe and Director of Retail for
NIKE in the U.S. After leaving NIKE, Mr. Beckerman went on to become the VP Marketing for Canadian Airlines from 1996 to 1999;
VP Marketing and International for MVP.com from 1999 to 2001; Chief Marketing Officer for BMO Financial Group from 2001 to 2006;
President and then Chief Executive Officer for Ariad Communications from 2006 to 2015 and then CEO of both Ariad and US based
Bluespire Marketing until 2016. Since 2016 Mr. Beckerman has run a marketing consulting practice with clients in technology, travel,
sports and automotive. Mr. Beckerman has been a director of Points International Ltd. Since 2016 and is also currently a director
of Bluerush Inc. Mr. Beckerman obtained his Bachelor of Arts from the University of British Columbia in 1986. Mr. Beckerman has
a comprehensive understanding of financial statements, their preparation, analysis and interpretation.



Ben
Colabrese



Mr.
Colabrese is employed as the Executive VP Finance at The Toronto Blue Jays, which is wholly owned by Rogers Communications Inc.
He is responsible for all financial matters at the Blue Jays including all reporting to the parent company and Major League Baseball.
Mr. Colabrese has been with Rogers since 2015 where he held the roles of VP & GM of Mobilicity (which Rogers acquired in 2015),
and then SVP Finance, before moving to his current role at the Blue Jays. From May 2013 to December 2014, he was the CFO of Pelmorex
Media Inc. / The Weather Network. Prior to joining Pelmorex, Mr. Colabrese was the VP



64







Corporate Development at Rogers from July
2005 to April 2013, where he was responsible for all M&A activity and completed over 30 transactions. From July 2015 to January
2017, Mr. Colabrese served on the board of Perk.com until it was acquired by RhythmOne. From November 2017 to February 2021, Mr.
Colabrese served on the board of Vecima Networks. Mr. Colabrese has a comprehensive understanding of financial statements, their
preparation, analysis and interpretation.



Audit
Committee Oversight



Since
the commencement of Enthusiast Gaming’s most recently completed financial year, the Audit Committee of Enthusiast Gaming
has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Enthusiast Gaming
Board.



Reliance
on Certain Exemptions



Since
the commencement of Enthusiast Gaming’s most recently completed financial year, Enthusiast Gaming has not relied upon:



| | (a) | the
                                         exemption in Section 2.4 (De Minimis Non-audit Services) of NI 52-110; or
| | --- | ----------------------------------------------------------------------------------------------------------------------



| | (b) | an
                                         exemption from NI 52 -110, in whole or in part, granted under Part 8 (Exemptions).
| | --- | ------------------------------------------------------------------------------------------------------------------------------



| | (c) | an
                                         exemption from NI 52 -110, in whole or in part, granted under Part 7 (U.S. Listed
                                         Issuers).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pre-Approval
Policies and Procedures



The
Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.



External
Auditors Service Fees (By Category)



The
aggregate fees billed by Enthusiast Gaming’s external auditors in each of its last two financial years:



|Fees                   | December
    31, 
2021 ($) | December
    31, 
2020 ($)
|---------------------- | -------------------------- | --------------------------
|Audit
    Fees (1)     | 1,045,069                  | 558,435                   
|Audit-Related
    Fees | -                          | -                         
|Tax
    Fees (2)       | 120,161                    | 75,221                    
|All
    Other Fees     | -                          | -                         
|Total                  | 1,165,230                  | 633,656                   

Notes:



| | (1) | Includes
                                         the aggregate fees billed for the audit of the Company’s annual financial statements,
                                         interim review of financial statements, and services that are normally provided in relation
                                         to statutory and regulatory filings or engagements.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Includes
                                         fees for tax consultancy and the preparation of returns.
| | --- | ----------------------------------------------------------------------------------------------------------



65





Schedule
A
AUDIT COMMITTEE CHARTER





ENTHUSIAST GAMING HOLDINGS INC.

(the Corporation)

AUDIT COMMITTEE CHARTER

|1. |  | MANDATE
|-- |  | -------

The audit committee (the Committee)
will assist the board of directors of the Corporation (the Board)
in fulfilling its financial oversight responsibilities. The Committee will review and consider, in consultation with the Corporations
external auditors, the financial reporting process, the system of internal controls over financial reporting and the audit process. In
performing its duties, the Committee will maintain effective working relationships with the Board, management and the external auditors.
To effectively perform his or her role, each member of the Committee must obtain an understanding of the principal responsibilities of
membership of the Committee as well as the Corporations business, operations and risks.

|2. |  | COMPOSITION
|-- |  | -----------

The Board will appoint,
from among their membership, a Committee after each annual meeting of the shareholders of the Corporation. The Committee will consist
of a minimum of three directors. The members of the Committee shall meet the independence requirements of Sec. 1.4 of National Instrument
52-110 (NI 52-110), The NASDAQ Stock Market LLC (Nasdaq) and Rule 10A-3 under the U.S. Securities Exchange Act
of 1934, as amended. No member of the Committee may have participated in the preparation of the financial statements of the Corporation
or any current subsidiary of the Corporation at any time during the past three years. Each member of the Committee must be financially
literate (as defined in Sec. 1.6 of NI 52-110) and shall be able to read and understand fundamental financial statements, including
a companys balance sheet, income statement, and cash flow statement, as required by Nasdaq. The Board shall review these requirements
on an annual basis to ensure continued compliance by the members of the Committee. In addition, at least one member of the Committee
shall have accounting or related financial management expertise and meet the financial sophistication requirements of Nasdaq and shall
be an audit committee financial expert as defined by the Securities and Exchange Commission. The members of the Committee
shall be appointed by the Board and shall serve such term or terms as the Board may determine or until earlier resignation or death.
Committee members serve at the pleasure of, and may be replaced at any time by, the Board. All vacancies will be filled by the Board.

|3. |  | MEETINGS
|-- |  | --------

The Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Committee may
determine. The Committee shall meet at least annually with the Corporations Chief Financial Officer and external auditors in separate
executive sessions.

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|4. |  | ROLES AND RESPONSIBILITIES
|-- |  | --------------------------

The Committee shall fulfill the following roles and discharge the following responsibilities:

|4.1 |  | External Audit
|--- |  | --------------

The Committee shall
be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditors report, or performing
other audit, review or attestation services, including the resolution of disagreements between management and the external auditors regarding
financial reporting. In carrying out this duty, the Committee shall:

|(a) |  | recommend to the Board that the external auditor to be nominated for the purpose of preparing
or issuing an auditors report or performing other audit, review or attestation services for the Corporation;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | review (by discussion and enquiry) the external auditors proposed audit scope and approach;
|--- |  | --------------------------------------------------------------------------------------------

|(c) |  | review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------

|(d) |  | review and recommend to the Board the compensation to be paid to the external auditors;
|--- |  | ---------------------------------------------------------------------------------------

|(e) |  | review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors assertion of their independence in accordance with professional standards; and
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(f) |  | review and approve the Corporations hiring policies regarding partners and employees, and former partners and employees, of the present and former external auditor of the Corporation.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4.2 |  | Internal Control
|--- |  | ----------------

The Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over
assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the
Committee shall:

|(a) |  | evaluate the adequacy and effectiveness of managements system of internal controls over the accounting and financial reporting system within the Corporation; and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | ensure that the external auditors discuss with the Committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|4.3 |  | Financial Reporting
|--- |  | -------------------

The Committee shall review the financial statements and financial information of the Corporation prior to their release to the public.
In carrying out this duty, the Committee shall:

General

|(a) |  | review significant accounting and financial reporting issues, especially complex, unusual and related party transactions;
|--- |  | -------------------------------------------------------------------------------------------------------------------------

|(b) |  | review and ensure that the accounting principles selected by management in preparing financial statements are appropriate;
|--- |  | --------------------------------------------------------------------------------------------------------------------------

Annual Financial Statements

|(c) |  | review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------



|(d) |  | meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



|(e) |  | review managements discussion and analysis respecting the annual reporting period prior to its release to the public;
|--- |  | ----------------------------------------------------------------------------------------------------------------------

Interim Financial Statements

|(f) |  | review and approve the interim financial statements prior to their release to the public;
|--- |  | -----------------------------------------------------------------------------------------

|(g) |  | review managements discussion and analysis respecting the interim reporting period prior to its release to the public; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------------

Release of Financial Information

|(h) |  | where reasonably
possible, review and approve all public disclosure containing financial information, including news releases, prior to release to the
public. The Committee must be satisfied that adequate procedures are in place for the review of the Corporations public disclosure
of financial information extracted or derived from the Corporations financial statements, and must periodically assess the adequacy
of those procedures.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|4.4 |  | Non-Audit Services
|--- |  | ------------------

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services
that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed
to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval
of the Committee.

Delegation of Authority

|(a) |  | The Committee may delegate to one or more independent members of the Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the
Committee at its next scheduled meeting.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

De-Minimis Non-Audit Services

|(b) |  | The Committee may satisfy the requirement for the pre-approval of non-audit services if:
|--- |  | ----------------------------------------------------------------------------------------

|(i) |  | the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries
to the external auditor during the fiscal year in which the services are provided; or
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | the services are brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has
been delegated.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Pre-Approval Policies and Procedures

|(c) |  | The Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(i) |  | the pre-approval policies and procedures are detailed as to the particular service;
|--- |  | -----------------------------------------------------------------------------------



|(ii) |  | the Committee is informed of each non-audit service; and
|---- |  | --------------------------------------------------------

|(iii) |  | the procedures do not include delegation of the Committees responsibilities to management.
|----- |  | -------------------------------------------------------------------------------------------



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|4.5 |  | Other Responsibilities
|--- |  | ----------------------

The Committee shall:

|(a) |  | establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters or matters of legal or regulatory concern;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | establish procedures for the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters or matters of legal or regulatory concern;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | ensure that significant findings and recommendations made by management and the external auditor are received and discussed on a timely basis;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | review the policies and procedures in effect for considering officers expenses and perquisites;
|--- |  | ------------------------------------------------------------------------------------------------

|(e) |  | perform other oversight functions as requested by the Board; and
|--- |  | ----------------------------------------------------------------

|(f) |  | review and update this Charter and receive approval of changes to this Charter from the Board.
|--- |  | ----------------------------------------------------------------------------------------------

|4.6 |  | Reporting Responsibilities
|--- |  | --------------------------

The Committee shall regularly update the Board about committee activities and make appropriate recommendations.

|5. |  | RESOURCES AND AUTHORITY OF THE AUDIT COMMITTEE
|-- |  | ----------------------------------------------

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to

|(a) |  | engage independent counsel and other advisors as it determines necessary to carry out its duties;
|--- |  | -------------------------------------------------------------------------------------------------

|(b) |  | set and pay the compensation for any advisors employed by the Committee; and
|--- |  | ----------------------------------------------------------------------------

|(c) |  | communicate directly with the internal and external auditors.
|--- |  | -------------------------------------------------------------

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|6. |  | GUIDANCE - ROLES & RESPONSIBILITIES
|-- |  | -----------------------------------

The Committee should consider undertaking the actions described in the following guidance, which is intended to provide the Committee
members with additional guidance on fulfilment of their roles and responsibilities on the Committee:

|6.1 |  | Internal Control
|--- |  | ----------------

|(a) |  | evaluate whether management is setting the goal of high standards by communicating the
importance of internal controls and ensuring that all individuals possess an understanding of their roles and responsibilities;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event
of an IT systems breakdown;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | gain an understanding of whether internal control recommendations made by external auditors have been implemented by management;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------

|6.2 |  | Financial Reporting
|--- |  | -------------------

General

|(a) |  | review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | ask management and the external auditors about significant risks and exposures and the plans to minimize such risks;
|--- |  | --------------------------------------------------------------------------------------------------------------------

|(c) |  | understand industry best practices and the Corporations adoption of them;
|--- |  | --------------------------------------------------------------------------

Annual Financial Statements

|(d) |  | review the annual financial statements and determine whether they are complete and consistent with the information known to the members of the Committee, and assess whether the financial statements reflect appropriate
accounting principles in light of the jurisdictions in which the Corporation reports or trades its shares;
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) |  | pay attention to complex and / or unusual transactions such as restructuring charges and derivative disclosures;
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(f) |  | focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and
other commitments and contingencies;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|(g) |  | consider managements handling of proposed audit adjustments identified by the external auditors;
|--- |  | -------------------------------------------------------------------------------------------------

|(h) |  | ensure that the external auditors communicate all required matters to the Committee;
|--- |  | ------------------------------------------------------------------------------------

Interim Financial Statements

|(i) |  | be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(j) |  | meet with management and the auditors, either electronically or in person, to review the interim financial statements;
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|(k) |  | to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:
|--- |  | ----------------------------------------------------------------------------------------------------------------------------

|(i) |  | actual financial results for the quarter or interim period varied significantly from budgeted or projected results;
|--- |  | -------------------------------------------------------------------------------------------------------------------

|(ii) |  | changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the Corporations operations and financing
practices;
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | generally accepted accounting principles have been consistently applied;
|----- |  | ------------------------------------------------------------------------

|(iv) |  | there are any actual or proposed changes in accounting or financial reporting practices;
|---- |  | ----------------------------------------------------------------------------------------

|(v) |  | there are any significant or unusual events or transactions;
|--- |  | ------------------------------------------------------------

|(vi) |  | the Corporations financial and operating controls are functioning effectively;
|---- |  | -------------------------------------------------------------------------------

|(vii) |  | the Corporation has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(viii) |  | the interim financial statements contain adequate and appropriate disclosures;
|------ |  | ------------------------------------------------------------------------------

|6.3 |  | Compliance with
Laws and Regulations
|--- |  | ------------------------------------

|(a) |  | periodically obtain updates from management regarding compliance with this policy and industry best practices;
|--- |  | ----------------------------------------------------------------------------------------------------------------

|(b) |  | be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements;
|--- |  | ------------------------------------------------------------------------------------------------------------------------

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|(c) |  | review the findings of any examinations by securities regulatory authorities and stock exchanges; and
|--- |  | -----------------------------------------------------------------------------------------------------

|6.4 |  | Other Responsibilities
|--- |  | ----------------------

|(a) |  | Review, with the Corporations counsel, any legal matters that could have a significant impact on the Corporations financial statements.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------

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