EGLX Enthusiast Gaming Holdings Inc

Enthusiast Gaming Holdings Inc. (“Enthusiast” or the “Company”) (TSXV: EGLX), is pleased to announce that it has, through a wholly-owned subsidiary, signed a definitive agreement on January 3, 2019 (the "Agreement") for the Company to acquire 100% of the assets of The Sims Resource (“TSR”) from Generatorhallen AB and IBIBI HB (the “Vendors”) on an arm’s length basis for US$18 million in cash and US$2 million in stock for an aggregate purchase price of US$20 million (the "Purchase Price").  Thirty percent (30%) of the Purchase Price is payable on closing and the balance payable by the first anniversary date of closing, subject to certain customary adjustments (the "Transaction"). Completion of the Transaction is subject to satisfaction of a number of customary conditions, including the approval of the TSX Venture Exchange and is expected to close prior to February 15, 2019.

THE SIMS RESOURCE

Established in 1999, TSR (www.thesimsresource.com) has grown to become the world’s largest female video gaming content and community destination online.1 The website offers custom content built around the popular Sims™ video game franchise, which can be downloaded by users to alter and/or expand gameplay. Published by Electronic Arts, The Sims™ franchise has sold nearly 200 million copies worldwide and is widely considered one of the best-selling video games series of all time.

“The Sims Resource is one of the largest video game communities, ranking in the top 5 independent sites in total views in the US, Canada and the UK.  It currently generates more than 10% of the total views of Twitch.com, the largest video game website, which was acquired by Amazon in 2014 for approximately US$1 billion," said Menashe Kestenbaum, CEO of Enthusiast Gaming (Source: Comscore Media Metrix Multi-Platform/®, Games - Gaming Information, Total Views, November 2018, U.S., Canada, U.K.). “Further, with the rapidly growing female video game segment, TSR provides us with immediate reach into this valuable audience.”

• TSR is the largest female video gaming content site in the world generating in excess of 2.5 billion page views per year (Google Analytics);
• Comscore’s Gaming Information category currently ranks TSR in the top 5 independent video game websites;
• The site ranks #7 on Quantcast’s Top 25 websites with the highest concentration of female audience in the United States, closely behind Oprah.com and Bravotv.com (Quantcast, Top 25 websites with the most female audience, 2017);
• In 2018 TSR generated C$7 million in revenue and C$5.25 million in Adjusted EBITDA2  and approximately C$4.5 million in net income (CohnReznick LLP unaudited “Quality of Earnings” report prepared for Enthusiast); and
• Approximately 60% of revenue is derived from advertising with 40% received from monthly recurring subscribers.

“We see three key growth opportunities associated with this acquisition,” Kestenbaum continued. “Initially we intend to drive significant organic growth in advertising revenue via direct sales, an area of strategic importance to Enthusiast in recent months. Further, we now have an opportunity to monetize with advertisers seeking a large female video game audience. Finally, TSR’s subscription model has the potential to add considerable revenue across our entire portfolio.”

TRANSACTION TERMS

• As consideration for the acquired assets, Enthusiast will pay, at closing, an initial amount of US$4 million in cash and US$2 million in common shares in the capital of the Company valued at C$1.00 per share;
• The Company will pay a deferred payment (the “Deferred Payment”) of US$14 million on or before the first anniversary of closing;
• Enthusiast will enter into a transition services agreement, pursuant to which the Vendors will manage, operate and administer the acquired assets and in particular the relationships with the TSR community for a period of up to one year;
• Until the Deferred Payment is made, the Company has agreed on a profit-sharing split of 70% in favour of the Vendors, which decreases proportionally if the Company elects to prepay a portion of the Deferred Payment; and
• Pursuant to the Transaction, the Company will acquire 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, social media accounts and the Company will not assume any liabilities or obligations of the Vendors outside of those normally assumed in relation to employment and certain other contractual obligations.       

The acquisition of TSR is the largest acquisition to date for Enthusiast and follows the successful completion of seven strategic acquisitions in 2018. The Company anticipates that it will need to secure financing in order to meet the Deferred Payment. The Company expects to continue to grow through a combination of organic growth and acquisition utilizing its balance sheet as well as being opportunistic with respect to additional equity and/or debt financing to execute on its defined growth strategy.

About Enthusiast

Founded in 2014, Enthusiast is the fastest-growing online community of video gamers. Through the Company’s unique acquisition strategy, it has a platform of over 80 owned and affiliated websites and currently reaches over 75 million monthly visitors with its unique and curated content. Enthusiast also owns and operates Canada’s largest gaming expo, Enthusiast Gaming Live Expo, EGLX, (www.eglx.ca). Over 30,000 people attended EGLX in October 2018. For more information on the Company, visit www.enthusiastgaming.com.

CONTACT:

Julia BeckerHead, Investor Relations & Marketing (604) 785-0850 jbecker@enthusiastgaming.com 

Eric BernofskyCOO, SVP Finance(416) 623-9360eric@enthusiastgaming.com 

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that Enthusiast anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, comments with respect to strategies, expectations, planned operations and future actions of the Company. Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Enthusiast to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Enthusiast, including information obtained from third-party industry analysts and other third-party sources, and are based on management's current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of the Company should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities of the Corporation have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

____________________1 See Comscore Media Metrix Multi-Platform and Quantcast report referenced below.

2 Adjusted EBITDA as used by the Company means earnings before interest and financing costs (net of interest income), income taxes, depreciation and amortization, stock-based compensation, restructuring and other non-recurring costs, and non-controlling interests. Adjusted EBITDA is a non-IFRS measure. Enthusiast believes this non-IFRS financial measure provides useful information to both management and investors in measuring financial performance, the ability to fund future working capital needs, to service outstanding debt, and to fund future capital expenditures. This measure does not have a standard meaning prescribed by IFRS and therefore may not be comparable to similarly titled measurers presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with IFRS.