EX-99.56 57 ex99-56.htm EARLY WARNING REPORT DATED AUGUST 31, 2020

Exhibit 99.56

 

Early Warning Report

 

Form 62-103F1

 

Item 1 – Security and Reporting Issuer

 

1.1

State the designation of securities to which this report relates and the name and address of the head office of the issuer of the securities.

 

This report relates to the common shares (the “Common Shares”) of Enthusiast Gaming Holdings Inc. (the “Issuer”). The head office of the Issuer is located at 805 – 90 Eglinton Avenue East, Toronto, Ontario, M4P 2Y3.

 

1.2

State the name of the market in which the transaction or other occurrence that triggered the requirement to file this report took place.

 

Not applicable. The requirement to file this report was triggered as a result of the consideration received under the Share Purchase Agreement (as defined below).

 

Item 2 – Identity of the Acquiror

 

2.1State the name and address of the acquiror.

 

Blue Ant Media Inc. (“Blue Ant”)
130 Merton Street, Suite 200,
Toronto, Ontario, M4S 1A4

 

2.2

State the date of the transaction or other occurrence that triggered the requirement to file this report and briefly describe the transaction or other occurrence.

 

On August 31, 2020 (the “Share Acquisition Date”), Blue Ant’s wholly-owned subsidiary, Blue Ant Media Solutions Inc. (“BAMSI”), acquired 18,250,000 common shares in the capital of the Issuer (the “Consideration Shares”) as partial consideration pursuant to a share purchase agreement dated August 6, 2020 between BAMSI and the Issuer (the “Share Purchase Agreement”) under which the Issuer purchased and BAMSI sold all of the issued and outstanding shares in the capital of Omnia Media, Inc. (“Omnia”) (the “Transaction”) with an effective date of August 30, 2020.

 

2.3

State the names of any joint actors.

 

Not applicable.

 

Item 3 – Interest in Securities of the Reporting Issuer

 

3.1

State the designation and number or principal amount of securities acquired or disposed of that triggered the requirement to file this report and the change in the acquiror’s securityholding percentage in the class of securities.

 

Immediately prior to the Share Acquisition Date, Blue Ant did not beneficially own or control any securities of the Issuer. As a result of the Transaction, Blue Ant’s wholly-owned subsidiary,

 

 

 

BAMSI, acquired beneficial ownership and control and direction of the Consideration Shares, representing approximately 17.74% of the issued and outstanding common shares of the Issuer.

 

3.2

State whether the acquiror acquired or disposed ownership of, or acquired or ceased to have control over, the securities that triggered the requirement to file this report.

 

See Item 3.1 above.

 

3.3

If the transaction involved a securities lending arrangement, state that fact.

 

Not applicable.

 

3.4

State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities, immediately before and after the transaction or other occurrence that triggered the requirement to file this report.

 

See Item 3.1 above.

 

3.5

State the designation and number or principal amount of securities and the acquiror’s securityholding percentage in the class of securities referred to in Item 3.4 over which

 

 

(a)

the acquiror, either alone or together with any joint actors, has ownership and control,

 

See Item 3.1 above.

 

 

(b)

the acquiror, either alone or together with any joint actors, has ownership but control is held by persons or companies other than the acquiror or any joint actor, and

 

Not applicable.

 

 

(c)

the acquiror, either alone or together with any joint actors, has exclusive or shared control but does not have ownership.

 

Not applicable.

 

3.6

If the acquiror or any of its joint actors has an interest in, or right or obligation associated with, a related financial instrument involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the related financial instrument and its impact on the acquiror’s securityholdings.

 

Not applicable.

 

3.7

If the acquiror or any of its joint actors is a party to a securities lending arrangement involving a security of the class of securities in respect of which disclosure is required under this item, describe the material terms of the arrangement including the duration of the arrangement, the number or principal amount of securities involved and any right to recall the securities or identical securities that have been transferred or lent under the arrangement.

 

State if the securities lending arrangement is subject to the exception provided in section 5.7 of NI 62-104.

 

Not applicable.

 

 

 

 

3.8

If the acquiror or any of its joint actors is a party to an agreement, arrangement or understanding that has the effect of altering, directly or indirectly, the acquiror’s economic exposure to the security of the class of securities to which this report relates, describe the material terms of the agreement, arrangement or understanding.

 

Not applicable.

 

Item 4 – Consideration Paid

 

4.1

State the value, in Canadian dollars, of any consideration paid or received per security and in total.

 

BAMSI acquired the Consideration Shares as partial consideration for its sale of all of the issued and outstanding shares of Omnia pursuant to the Share Purchase Agreement. The closing price of the Common Shares on August 28, 2020, the last business day prior to the Share Acquisition Date, was $1.65.

 

4.2

In the case of a transaction or other occurrence that did not take place on a stock exchange or other market that represents a published market for the securities, including an issuance from treasury, disclose the nature and value, in Canadian dollars, of the consideration paid or received by the acquiror.

 

See Item 4.1 above.

 

4.3

If the securities were acquired or disposed of other than by purchase or sale, describe the method of acquisition or disposition.

 

See Item 2.2 above.

 

Item 5 – Purpose of the Transaction

 

State the purpose or purposes of the acquiror and any joint actors for the acquisition or disposition of securities of the reporting issuer. Describe any plans or future intentions which the acquiror and any joint actors may have which relate to or would result in any of the following:

 

 

(a)

the acquisition of additional securities of the reporting issuer, or the disposition of securities of the reporting issuer;

 

 

(b)

a corporate transaction, such as a merger, reorganization or liquidation, involving the reporting issuer or any of its subsidiaries;

 

 

(c)

a sale or transfer of a material amount of the assets of the reporting issuer or any of its subsidiaries;

 

 

(d)

a change in the board of directors or management of the reporting issuer, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on the board;

 

 

(e)

a material change in the present capitalization or dividend policy of the reporting issuer;

 

 

(f)

a material change in the reporting issuer’s business or corporate structure;

 

 

 

 

 

(g)

a change in the reporting issuer’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the reporting issuer by any person or company;

 

 

(h)

a class of securities of the reporting issuer being delisted from, or ceasing to be authorized to be quoted on, a marketplace;

 

 

(i)

the issuer ceasing to be a reporting issuer in any jurisdiction of Canada;

 

 

(j)

a solicitation of proxies from securityholders;

 

 

(k)

an action similar to any of those enumerated above.

 

The Consideration Shares were acquired for investment purposes. Blue Ant may, from time to time and at any time, acquire additional Common Shares in the open market or otherwise, and reserves the right to dispose of any or all of its Common Shares in the open market or otherwise at any time and from time to time depending on contractual and securities law hold periods, market conditions and other relevant factors.

 

Item 6 – Agreements, Arrangements, Commitments or Understandings With Respect to Securities of the Reporting Issuer

 

Describe the material terms of any agreements, arrangements, commitments or understandings between the acquiror and a joint actor and among those persons and any person with respect to securities of the class of securities to which this report relates, including but not limited to the transfer or the voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. Include such information for any of the securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting power or investment power over such securities, except that disclosure of standard default and similar provisions contained in loan agreements need not be included.

 

In connection with the Transaction, BAMSI and the Issuer entered into the Share Purchase Agreement. The Share Purchase Agreement contains customary representations, warranties, covenants and conditions of closing.

 

Also, in connection with the Transaction, BAMSI entered into a lock-up agreement (the “Lock-Up Agreement”) with the Issuer to lock-up the Consideration Shares with (i) 50% released in 180 days; (ii) 25% in 270 days; and (iii) 25% in 360 days following August 30, 2020. The Consideration Shares are also subject to a four month hold period in accordance with applicable securities laws expiring on January 1, 2021.

 

The Issuer appointed Robb Chase, chief operating officer of Blue Ant, to serve on its board of directors pursuant to a nomination rights agreement (the “Nomination Agreement”) entered into in connection with the Transaction. The Nomination Agreement entitles BAMSI to nominate a director to the board of directors of the Issuer until BAMSI ceases to hold either (i) at least 75% of the Consideration Shares or (ii) 10% of the issued and outstanding Common Shares.

 

Copies of the Share Purchase Agreement and the form of Lock-up Agreement and the Nomination Agreement are available on SEDAR under the Issuer’s profile at www.sedar.com.

 

 

 

 

Item 7 – Change in Material Fact

 

If applicable, describe any change in a material fact set out in a previous report filed by the acquiror under the early warning requirements or Part 4 in respect of the reporting issuer’s securities.

 

Not applicable.

 

Item 8 – Exemption

 

If the acquiror relies on an exemption from requirements in securities legislation applicable to formal bids for the transaction, state the exemption being relied on and describe the facts supporting that reliance.

 

Not applicable.

 

Item 9 – Certification

 

I, as the acquiror, certify, or I, as the agent filing this report on behalf of an acquiror, certify to the best of my knowledge, information and belief, that the statements made in this report are true and complete in every respect.

 

DATED as of the 31st day of August, 2020.

 

BLUE ANT MEDIA INC.

 

 

 

 

Per:

(signed) “Michael MacMillan

 

 

Michael MacMillan

 

 

Chief Executive Officer