Exhibit 99.1

EnthusiastGaming

NOTICE OF MEETING AND MANAGEMENT INFORMATION CIRCULAR FOR THE ANNUAL GENERAL & SPECIAL MEETING OF HOLDERS OF COMMON SHARES TO BE HELD ON JUNE 30, 2023 To be held using a virtual meeting format at: https://meetnow.global/M4HJADF 10:00 a.m. (Pacific Time) / 1:00 p.m. (Eastern Time) This Notice and Management Information Circular is furnished in connection with the solicitation by the management of Enthusiast Gaming Holdings Inc. of proxies to be voted at the annual general and special meeting of holders of common shares.

ENTHUSIAST GAMING HOLDINGS INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TAKE NOTICE THAT the annual general and special meeting (the “Meeting”) of the shareholders of Enthusiast Gaming Holdings Inc. (the “Company”) will be held on June 30, 2023, at 10:00 a.m. (Pacific Time) / 1:00 p.m. (Eastern Time). The Meeting will be held virtually at https://meetnow.global/M4HJADF. Shareholders will not be able to attend the Meeting in person. All shareholders will have an equal opportunity to participate at the Meeting regardless of their geographic location. At the Meeting, registered shareholders and duly appointed proxyholders will have the opportunity to ask questions and vote on matters properly brought before the Meeting.

The Meeting is being held for the following purposes:

Terms not defined herein are defined in the accompanying Management Information Circular. The Management Information Circular provides additional information relating to the matters to be dealt with at the Meeting.

Only persons registered as shareholders of the Company as of the close of business on May 25, 2023, are entitled to receive notice of the Meeting.

DATED this 30th day of May, 2023.

A registered shareholder may virtually attend the Meeting or may be represented by a proxyholder. Shareholders who are unable to virtually attend the Meeting are requested to date, sign and return the accompanying instrument of proxy (the “Instrument of Proxy”), or other appropriate form of proxy, in accordance with the instructions set forth in the Instrument of Proxy (or other form of proxy) and the accompanying Management Information Circular. An Instrument of Proxy will not be valid unless it is properly executed and deposited at the offices of Computershare Investor Services Inc., Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Canada, no later than 2 business days before the date of the Meeting, or any adjournment(s) or postponement(s) thereof. A person appointed as proxyholder need not be a shareholder of the Company. The time limit for deposit of proxies may be waived or extended by the chairman of the Meeting at his sole discretion, without notice.

A proxyholder has discretion under the accompanying form of proxy in respect of amendments or variations to matters identified in this Notice of Meeting and with respect to other matters that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof. As of the date hereof, management of the Company know of no amendments, variations or other matters to come before the Meeting other than the matters set forth in this Notice of Meeting.

If you are a non-registered shareholder of the Company and received this Notice of Meeting and accompanying materials through an intermediary, please complete and return the materials in accordance with the instructions provided to you by your intermediary.

The board of directors of the Company has fixed the record date for the Meeting at the close of business on May 25, 2023 (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to vote such common shares at the Meeting on the basis of one (1) vote for each common share held.

ENTHUSIAST GAMING HOLDINGS INC.

MANAGEMENT INFORMATION CIRCULAR

Note: Shareholders who do not hold their shares in their own name as registered shareholders should read “Advice to Beneficial Shareholders” within for an explanation of their rights.

PURPOSE OF SOLICITATION

This management information circular dated as of May 30, 2023 (the “Management Information Circular”) is provided in connection with the solicitation of proxies by the board of directors (the “Board”) and the management of Enthusiast Gaming Holdings Inc. (the “Company”), for use at the annual general and special meeting (the “Meeting”) of the shareholders of the Company (the “Shareholders”), to be held in a virtual meeting format only on June 30, 2023 at 10:00 a.m. (Pacific Time) / 1:00 p.m. (Eastern Time) by way of a live webcast at https://meetnow.global/M4HJADF or at any adjournment or postponement thereof, for the purposes set out in the accompanying notice of meeting (the “Notice of Meeting”). Although it is expected that the solicitation of proxies will be primarily by mail, proxies may also be solicited personally or by telephone, at a nominal cost. In accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with the Company’s transfer agent as well as brokerage houses and other intermediaries, clearing agencies, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the common shares of the Company (the “Common Shares”) held of record by such persons. The Company will not reimburse nominees or agents (including brokers holding Common Shares on behalf of clients) of any Shareholder for the cost incurred in obtaining authorization to execute the enclosed form of proxy from their principals. No solicitation will be made by specifically engaged employees or soliciting agents. The costs of preparing and distributing Meeting materials and the cost of soliciting proxies will be borne by the Company.

This Management Information Circular is available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com.

VOTING OF PROXIES

All Common Shares represented at the Meeting by properly executed proxies will be voted for, against, or withheld from voting (including the voting on any ballot), as applicable, in accordance with the instructions of the Shareholder, and where a choice with respect to any matter to be acted upon has been specified in the instrument of proxy (the “Instrument of Proxy”), the Common Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification, the management designees, if named as proxy, will vote in favour of the matters set out therein.

The persons appointed under the Instrument of Proxy furnished by the Company are conferred with discretionary authority with respect to amendments or variations of those matters specified in the Instrument of Proxy and Notice of Meeting, and with respect to any other matters which may properly be brought before the Meeting. In the event that amendments or variations to any matter identified in the Notice of Meeting are properly brought before the Meeting, it is the intention of the persons designated in the enclosed Instrument of Proxy to vote in accordance with their best judgment on such matter or business. At the time of printing this Management Information Circular, the management of the Company knows of no such amendment, variation, or other matter.

In the case of abstentions from, or withholding of, the voting of Common Shares on any matter, the Common Shares that are the subject of the abstention or withholding will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.

APPOINTMENT AND REVOCATION OF PROXIES

This solicitation is made by and on behalf of the management of the Company. The persons named in the Instrument of Proxy have been selected by the directors of the Company and have indicated their willingness to represent as proxy the Shareholder who appoints them. A Shareholder has the right to designate a person (who need not be a shareholder of the Company), other than Nicolas Brien, the Chief Executive Officer of the Company, and Alex Macdonald, the Chief Financial Officer of the Company, the management designees, to attend and represent him or her at the Meeting. Such right may be exercised by inserting in the blank space provided for that purpose on the Instrument of Proxy the name of the person or persons to be designated, or by completing another proper Instrument of Proxy. Such Shareholder should notify the nominee of the appointment, obtain consent to act as proxy and should provide instructions on how the Shareholder’s Common Shares are to be voted. The completed Instrument of Proxy should be delivered to the office of Computershare Investor Services Inc. (“Computershare”), Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1,

Canada, or via the internet at www.investorvote.com, no later than 2 business days prior to the Meeting or any adjournment or postponement thereof. The time limit for the deposit of proxies may be waived or extended by the chairman of the Meeting at his discretion, without notice.

An Instrument of Proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder’s attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by a duly authorized officer or attorney-in-fact for the corporation. If an Instrument of Proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders, or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarially certified copy thereof, must accompany the Instrument of Proxy.

Shareholders who wish to appoint a third-party proxyholder to represent them at the Meeting must submit their Instrument of Proxy (or other form of proxy) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Instrument of Proxy (or other form of proxy). Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Meeting. To register a proxyholder, Shareholders MUST visit http://www.computershare.com/Enthusiast by 10:00 a.m. (Pacific Time time) / 1 p.m. (Eastern Time) on June 28, 2023 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

If a Shareholder who has submitted a proxy attends the Meeting via the webcast and has accepted the terms and conditions when entering the Meeting online, any votes cast by such Shareholder on a ballot will be counted and the submitted proxy will be disregarded. Without an Invite Code, proxyholders will not be able to participate online at the Meeting.

A Shareholder who has given a proxy may revoke it as to any matter at any time before it is exercised by an instrument in writing: (a) executed by that Shareholder or by that Shareholder’s attorney-in-fact, authorized in writing, or, where the Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at its head office at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (iii) in any other manner provided by law.

A proxy will automatically be revoked by either: (a) attendance at the Meeting and participation in a vote (including the voting on any ballot) by a registered Shareholder, or (b) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to any such revocation.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold Common Shares in their own name. Shareholders who hold their Common Shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their Common Shares in their own name (referred to in this Management Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by Shareholders who appear on the records maintained by the Company’s registrar and transfer agent as registered Shareholders will be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Beneficial Shareholder by a broker, those Common Shares will, in all likelihood, not be registered in the Shareholder’s name. Such Common Shares will more likely be registered under the name of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS Clearing and Depository Services Inc., which acts as nominee for many Canadian brokerage firms). Common Shares held by brokers (or their agents or nominees) on behalf of a broker’s client can only be voted (for or against resolutions) at the direction of the Beneficial Shareholder. Without specific instructions, brokers and their agents and nominees are prohibited from voting shares for the broker’s clients. Therefore, each Beneficial Shareholder should ensure that voting instructions regarding the voting of their Common Shares are properly communicated to the appropriate person (or that the Common Shares are duly registered in their name) well in advance of the Meeting.

Existing applicable regulatory policy requires brokers and other intermediaries to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. The various brokers and other intermediaries have their own mailing procedures and provide their own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is often substantially similar to the Instrument of Proxy provided directly to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (i.e., the broker or agent of the broker) on how to vote on behalf of the Beneficial

Shareholder. The vast majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. (“Broadridge”) in Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those forms to Beneficial Shareholders and asks Beneficial Shareholders to return the forms to Broadridge, or otherwise communicate voting instructions to Broadridge (by way of the internet or telephone, for example). Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. A Beneficial Shareholder who receives a Broadridge voting instruction form (or a voting instruction form from their broker or other intermediary (or an agent or nominee thereof)) cannot use such form to vote Common Shares directly at the Meeting. The voting instruction forms must be returned to Broadridge or such broker or other intermediary (or instructions respecting the voting of Common Shares must otherwise be communicated to Broadridge or such other broker or other intermediary) well in advance of the Meeting in order to have the Common Shares voted. If you have any questions respecting the voting of Common Shares held through a broker or other intermediary, please contact that broker or other intermediary for assistance.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of their broker or other intermediary, a Beneficial Shareholder may attend the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder, should enter their own names in the blank space on the applicable form of proxy provided to them and return the same to their broker or other intermediary (or the broker’s or intermediary’s agent) in accordance with the instructions provided by such broker, intermediary or agent well in advance of the Meeting.

Beneficial Shareholders are either “objecting beneficial owners” or “OBOs”, who object to the disclosure by intermediaries of information about their ownership in the Company, or “non-objecting beneficial owners” or “NOBOs”, who do not object to such disclosure. The Company, through its transfer agent, is sending proxy-related materials directly to NOBOs in accordance with NI 54-101, and does not intend to pay for intermediaries to send the proxy-related materials to OBOs. Accordingly, OBOs are reminded that they will not receive the proxy-related materials unless the intermediary assumes the cost of delivery.

These proxy-related materials are being sent to both registered and non-registered owners of the Common Shares. If you are a NOBO, the Company (through its transfer agent) has sent these proxy-related materials directly to you, and your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, the Company (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the enclosed request for voting instructions.

All references to Shareholders in this Management Information Circular and the accompanying Instrument of Proxy and Notice of Meeting are to registered Shareholders unless specifically stated otherwise.

HOW TO ATTEND THE MEETING

Registered Shareholders and duly appointed proxyholders can attend the Meeting online by going to https://meetnow.global/M4HJADF.

In order to participate online, Shareholders must have a valid 15-digit Control Number and proxyholders must have received an email from Computershare containing an Invite Code.

The virtual meeting platform is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the Meeting prior to the start time. It is important that you are connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the Meeting.

PARTICIPATING AND VOTING AT THE MEETING

The Meeting will be hosted online by way of a live audiocast. A summary of the information Shareholders will need to attend the Meeting is provided below. The Meeting will begin at 10:00 a.m. (Pacific Time) / 1:00 p.m. (Eastern Time) on June 30, 2023.

Requests for registration must be labeled as “Legal Proxy” and be received no later than June 28, 2023 at 10 a.m. (Pacific Time) / 1:00 p.m. (Eastern Time). You will receive a confirmation of your registration by email after Computershare receives your registration materials. You may attend the meeting and vote your shares at https://meetnow.global/M4HJADF during the meeting. Please note that you are required to register your appointment at http://www.computershare.com/Enthusiast.

CURRENCY

In this Management Information Circular, unless otherwise noted, $ means Canadian dollars.

QUORUM

The articles of the Company (the “Articles”) provide that one person who is, or who represents by proxy, a Shareholder shall constitute a quorum for purposes of a meeting of Shareholders.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No person who has been a director or officer of the Company at any time since the beginning of the last financial year, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of any of the foregoing, has any material interest, directly or indirectly, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting other than (i) the election of directors; (ii) appointment of auditors; and (iii) the approval of unallocated options and share units (“SUs”) under the Current Stock Option Plan (as defined

below) and the SU Plan (as defined below), respectively, as described under “Particulars of Matters to be Acted Upon – Stock Option Plan” and “Particulars of Matter to be Acted Upon – Share Unit Plan”, as the officers, management, and directors of the Company have been, and/or may be in the future, granted awards under the Current Stock Option Plan and SU Plan.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Company has authorized capital consisting of an unlimited number of Common Shares, of which 151,767,243 are issued and outstanding as at the date hereof. In addition, the Company is authorized to issue an unlimited number of preferred shares, issuable in series, none of which are currently issued.

Holders of Common Shares on record at the close of business on May 25, 2023 (the “Record Date”) are entitled to vote such Common Shares at the Meeting on the basis of one (1) vote for each Common Share held.

As of the date hereof, to the knowledge of the directors and executive officers of the Company, no person or company beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all of the Common Shares.

PARTICULARS OF MATTERS TO BE ACTED UPON

To the knowledge of the Board, the only matters to be brought before the Meeting are those matters set forth in the accompanying Notice of Meeting and no director of the Company has informed management of the Company of any intent to oppose any action to be taken by management at the Meeting.

Pursuant to the Business Corporations Act (British Columbia) (the “BCBCA”), the directors will place before the Shareholders at the Meeting the audited financial statements of the Company for the year ended December 31, 2022 and the auditors’ report thereon. Copies of the audited annual financial statements for the year ended December 31, 2022 have been available on SEDAR (www.sedar.com) under the Company’s profile on March 27, 2023. Shareholder approval is not required in relation to the statements.

The Articles provide for a Board of no fewer than three (3) directors and no greater than a number as fixed or changed from time to time by ordinary resolution. At the Meeting, Shareholders will be asked to pass an ordinary resolution to set the number of directors for the ensuing year at seven (7). The Board recommends that Shareholders vote FOR setting the number of directors at seven (7).

Unless otherwise instructed, it is the intention of the management designees to vote proxies in the accompanying Instrument of Proxy FOR setting the number of directors at seven (7).

It is the intention of the management designees, if named as proxy, to vote FOR the election of the following persons to the Board (the “Management Nominees”). The Company does not contemplate that any of such nominees will be unable to serve as directors. However, if for any reason any of the proposed nominees do not stand for election or are unable to serve as such, proxies in favour of management designees will be voted for another nominee in their discretion unless the Shareholder has specified in the Shareholder’s proxy that the Shareholder’s Common Shares are to be withheld from voting in the election of directors. Each director elected will hold office until the next annual meeting of Shareholders or until his or her successor is duly elected, unless his or her office is earlier vacated in accordance with the Articles. As of the date hereof, the name, municipality, province or state, and country of residence of the Management Nominees, the number of voting securities of the Company beneficially owned, controlled or directed, directly or indirectly, the period served as director and the principal occupation of each director are as follows:

Notes:

On July 7, 2022, the Company entered into an agreement with Greywood Investments, LLC pursuant to which it agreed, among other things, to propose two nominees for election to its Board at its 2023 annual general meeting. Pursuant to such agreement, David Goldhill and Janny Lee have each been proposed as nominees for election as directors of the Company for the ensuing year.

Majority Voting Policy for Election of Directors

Under British Columbia corporate law, to which the Company is subject, director elections are based on the plurality system, where shareholders vote “for” or “withhold” their votes for a director. Votes withheld are not counted, with the result that, technically, a director could be elected to the board with just one vote in favour. The Board believes that each of its members should have the confidence and support of the Shareholders. Accordingly, the Company has adopted a majority voting policy (the “Majority Voting Policy”). Each of the nominees for election to the Board at the Meeting has agreed to abide by the Majority Voting Policy, and all future nominees will be required to agree to abide by it. The Majority Voting Policy states that if, in an uncontested election, a director receives an equal or greater number of votes “withheld” than votes “for”, the nominee will be considered by the Board not to have received the support of the Shareholders, even though duly elected as a matter of corporate law. Such a nominee will be required forthwith to submit his or her resignation to the Board, effective upon acceptance by the Board. The Board will consider the resignation and, except in exceptional circumstances that would warrant the continued service of the director on the Board, the Board will accept the resignation. A director who tenders a resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or any committee of the Board at which the resignation is considered. Within 90 days after the meeting, the Board will make its decision and announce it by news release (a copy of which shall also be provided to the Toronto Stock Exchange (the “TSX”)). If the Board does not accept the resignation of the director, the news release will state the reasons for that decision.

Advance Notice Provisions

Pursuant to the advance notice provisions in the Articles (the “Advance Notice Provisions”), only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company.

Nominations of persons for election to the Board may be made at any annual meeting of Shareholders, or at any special meeting of Shareholders (if one of the purposes for which the special meeting was called was the election of directors): (a)  by or at the direction of the Board, including pursuant to a notice of meeting; (b) by or at the direction or request of one or more Shareholders pursuant to a proposal made in accordance with the provisions of the BCBCA, or a requisition of the Shareholders made in accordance with the provisions of the BCBCA; or (c) by any person (a “Nominating Shareholder”): (A) who, at the close of business on the date of the giving of the notice provided for below in the Advance Notice Provisions and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more Common Shares carrying the right to vote at such meeting or who beneficially owns Common Shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth in the Advance Notice Provisions (summarized below).

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice in proper written form to the Secretary of the Company (the “Secretary”) at the principle executive office of the Company.

To be timely, in the case of an annual meeting of Shareholders, a Nominating Shareholder’s notice to the Secretary must be made not less than 30 nor more than 65 days prior to the date of the annual meeting of Shareholders; provided, however, that in the event that the annual meeting of Shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder is to be made not later than the close of business on the 10th day after the Notice Date in respect of such meeting. In no event shall any adjournment or postponement of a meeting of Shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder’s notice as described above.

To be in proper written form, a Nominating Shareholder’s notice to the Secretary must set forth:

The Company may require any such proposed nominee director to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable Shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Pursuant to the Advance Notice Provisions, any additional director nominations for the Meeting must be received by the Company in compliance with the Advance Notice Provisions no later than close of business on May 31, 2023. No

such nominations have been received by the Company prior to the date hereof.

Corporate Cease Trade Orders, Bankruptcies, Penalties and Sanctions

Except as set out in the paragraph immediately following the bullets below:

Mr. John Albright was a director of Axios Mobile Assets Corp. (“Axios”) until he resigned on January 10, 2017. On February 24, 2017, the Ontario Superior Court of Justice granted an application of Axios’ senior lender to appoint a receiver and manager over the assets, undertakings and property of Axios and its subsidiaries.

The Company appointed KPMG LLP (“KPMG”) as its auditor on June 30, 2021, and the Shareholders approved the reappointment of KPMG as the Company’s auditor at the annual general meeting of Shareholders held on July 19, 2022. Shareholders are being asked to re-approve the appointment of KPMG as the Company’s auditor to hold office effective as of the date of their appointment until the close of the next annual meeting of Shareholders at a remuneration to be fixed by the Board.

Unless otherwise directed, it is the intention of the management designees to vote proxies in the accompanying Instrument of Proxy FOR the approval of the resolution appointing KPMG as auditors.

The Company’s Current Stock Option Plan was adopted by the Board on January 16, 2020, amended on December 17, 2020, and subsequently ratified and approved by Shareholders at the January 20, 2021 Shareholders’ meeting. The Current Stock Option Plan was adopted to replace the Previous Stock Option Plan (as defined below). Refer to “Securities Authorized for Issuance Under Equity Compensation Plans – Option Plan” for details about the Current Stock Option Plan.

In accordance with the rules and policies of the TSX, director and shareholder approval is required every three (3) years for all unallocated options, rights or other entitlements under a security-based compensation arrangement that does not have a fixed maximum aggregate of securities issuable, such as the Stock Option Plan. As the three-year term

prescribed by the TSX will expire for the Current Stock Option Plan on January 20, 2024, a resolution will be placed before the Shareholders to approve the unallocated options under the Current Stock Option Plan (options that have not yet been granted and are therefore still available to be granted). This approval will be effective for three (3) years from the date of the Meeting. If approval is not obtained at the Meeting, options which have not been allocated as of January 20, 2024 and options which are outstanding as of January 20, 2024 and are subsequently cancelled, terminated or exercised will not be available for a new grant of options. Previously allocated options will be unaffected by the approval or disapproval of the resolution. The Board has approved the unallocated options prior to the mailing of this Management Information Circular.

At the Meeting, Shareholders will be asked to consider, and if thought advisable, pass a resolution (the “Stock Option Plan Resolution”) approving the unallocated options under the Current Stock Option Plan substantially in the following form:

“WHEREAS:

BE IT RESOLVED, as an ordinary resolution of the shareholders of the Company, that:

The Board recommends that Shareholders vote FOR the Stock Option Plan Resolution set out above. You may either vote for the approval of the Stock Option Plan Resolution, as described above, or you can vote against. Unless otherwise instructed, it is the intention of the management designees to vote proxies in the accompanying Instrument of Proxy FOR the approval of the Stock Option Plan Resolution.

The Company’s SU Plan was adopted by the Board on November 5, 2020 and subsequently ratified and approved by Shareholders at the January 20, 2021 Shareholders’ meeting. The purposes of the SU Plan are to: (i) support the achievement of the Company’s performance objectives; (ii) ensure that interests of key persons are aligned with the long term success of the Company and the creation of value for its Shareholders; and (iii) provide compensation opportunities to attract, retain and motivate persons critical to the long-term success of the Company and its subsidiaries. Refer to “Securities Authorized for Issuance Under Equity Compensation Plans – Share Unit Plan” for details about the SU Plan. In accordance with the rules and policies of the TSX, director and shareholder approval is required every three (3) years for all unallocated options, rights or other entitlements under a security-based compensation arrangement that does not have a fixed maximum aggregate of securities issuable, such as the SU Plan. As the three-year term prescribed by the TSX will expire for the SU Plan on January 20, 2024, a resolution will be placed before the Shareholders to approve the unallocated SUs (as defined below) under the SU Plan (SUs that have not yet been granted and are therefore still available to be granted). This approval will be effective for three (3) years from the date of the Meeting. If approval is not obtained at the Meeting, SUs which have not been allocated as of January 20, 2024 and SUs which are outstanding as of January 20, 2024 and are subsequently cancelled, terminated or settled will not be available for a new grant of SUs. Previously allocated SUs will be unaffected by the approval or disapproval of the resolution. The Board has approved the unallocated SUs prior to the mailing of this Management Information Circular.

On May 30, 2023, the Board approved an amendment to the SU Plan of a “housekeeping” nature, which is within the authority of the Board to make without Shareholder approval under the terms of the SU Plan. The purpose of the amendment was to correct a provision in the SU Plan relating to the insider participation limit that was inconsistent

with another provision of the SU Plan. Such amendment was made effective as of May 30, 2023, upon approval by the Board. A copy of the amended SU Plan is included as “Appendix A” to this Management Information Circular.

At the Meeting, Shareholders will be asked to consider, and if thought advisable, pass a resolution (the “SU Plan Resolution”) approving the unallocated SUs under the SU Plan substantially in the following form:

“WHEREAS:

BE IT RESOLVED, as an ordinary resolution of the shareholders of the Company, that:

The Board recommends that Shareholders vote FOR the SU Plan Resolution set out above. You may either vote for the approval of the SU Plan Resolution, as described above, or you can vote against. Unless otherwise instructed, it is the intention of the management designees to vote proxies in the accompanying Instrument of Proxy FOR the approval of the SU Plan Resolution.

While there is no other business other than that mentioned in the Notice of Meeting to be presented for action by the Shareholders at the Meeting, it is intended that the proxies hereby solicited will be exercised upon any other matters and proposals that may properly come before the Meeting or any adjournment or postponement thereof, in accordance with the discretion of the persons authorized to act thereunder.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

For the purposes of this section, “Named Executive Officers” or “NEOs” means each of the following individuals:

During the financial year ended December 31, 2022, the Company had six NEOs: namely, Adrian Montgomery, Non- Executive Chairman and Former CEO, Alex Macdonald, CFO, Bill Karamouzis, President, Eric Bernofsky, Former Chief Corporate Officer, William Alfred Drolet, Former Chief Revenue Officer, and Thamba Tharmalingam, Former Chief Operating Officer.

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide information about the Company’s executive compensation philosophy, objectives, and processes regarding compensation paid, made payable, awarded, granted or otherwise provided to each NEO and director for the year ended December 31, 2022.

Compensation & Governance Committee

In order to assist the Board in fulfilling its oversight responsibilities with respect to compensation, nomination and governance matters, the Board has established the Compensation & Governance Committee. The Compensation & Governance Committee is currently comprised of five (5) directors, each of whom are independent within the meaning of National Instrument 58-101 – Disclosure of Corporate Governance Practices (“NI 58-101”), namely Michael Beckerman, Alan Friedman, Janny Lee, Scott Michael O’Neil (Chair), and Angela Marie Ruggiero. All of the members of the Compensation & Governance Committee have had direct experience in matters of executive compensation that is relevant to their responsibilities as members of such committee by virtue of their respective professions and long-standing involvement with public companies and matters of executive compensation. In addition, each member of the Compensation & Governance Committee keeps abreast on a regular basis of trends and developments affecting executive compensation.

The Compensation & Governance Committee oversees the remuneration policies of the Company. The responsibilities of the Compensation & Governance Committee with respect to executive compensation include, among other matters: (i)   developing and reviewing the Company’s overall executive compensation strategy; (ii) recommending annual corporate performance objectives for officers of the Company; (iii) conducting an annual review of the compensation paid to the Company’s CEO; (iv) conducting an annual review of the CEO’s recommendations with respect to compensation paid to other officers of the Company; (v) reviewing and making recommendations regarding compensation paid to the Company’s directors; (vi) reviewing the Company’s key compensation plans and policies and recommending Board and/or Shareholder approval of such plans as required; and (vii) overseeing the development and adoption of appropriate compensation practices. To ensure an objective process for determining such compensation decisions, recommendations of the Compensation & Governance Committee may be reviewed and separately reconfirmed and approved by the independent members of the Board following deliberation in executive session.

See “Corporate Governance – Committees of the Board – Corporate Governance & Nominating Committee” for a detailed description of the Compensation & Governance Committee.

Other than as described herein, the Company has not made any significant changes to its compensation policies and practices.

Compensation Process

The Board relies on the knowledge and experience of the members of the Compensation & Governance Committee to set appropriate levels of compensation for executive officers.

When determining executive compensation, the Compensation & Governance Committee evaluates the executive officer’s performance, including reviewing the Company’s performance against business plans and the executive officer’s achievements during the fiscal year. The Compensation & Governance Committee uses all data available to it to ensure that the Company is maintaining a level of compensation that is both commensurate with the size of the Company and the nature of its operations and sufficient to retain personnel it considers essential to the success of the Company.

The Compensation & Governance Committee reviews the various elements of the NEOs’ compensation in the context of the total compensation package (including salary, cash bonuses, and annual incentive awards through options and SUs) and recommends the NEOs’ compensation packages. The Compensation & Governance Committee’s recommendations regarding NEO compensation are presented to the Board for their consideration and approval.

Previously, during the fiscal year ended December 31, 2020, the Company satisfied equity-based incentive compensation pursuant to the grant of options to executive officers under the Company’s Previous Stock Option Plan (as defined below). However, following the Company’s adoption of the Current Stock Option Plan and the SU Plan (as such terms are defined below), the Compensation & Governance Committee and the Board have implemented a new standard annual grant process for the grant of options and/or SUs to key executives of the Company. Pursuant to this process, SU and option grants are determined as part of the annual compensation review. In addition, from time to time, the Board (based on the Compensation & Governance Committee’s recommendations) may award SUs and/or options in recognition of the achievement of special circumstances and/or performance criteria, which may include meeting a particular goal or extraordinary service. The Board determines the particulars with respect to all options and/or SUs to be awarded, subject to the provisions of the plans. Refer to “Securities Authorized for Issuance Under Equity Compensation Plans – Option Plan” and “Securities Authorized for Issuance Under Equity Compensation Plans – Share Unit Plan” for details about the plans.

Under the compensation program, the Compensation & Governance Committee and the Board consider risks associated with executive compensation and do not believe that the Company’s executive compensation policies and practices encourage its executive officers to take inappropriate or excessive risks. Aside from a fixed base salary and fixed or discretionary bonus, NEOs are compensated through the granting of options and SUs which is compensation that is both “at risk” and associated with long-term value creation. The value of such compensation is dependent upon Shareholder return over the applicable vesting period, which reduces the incentive for executives to take inappropriate or excessive risks as their long term compensation is at risk. Furthermore, pursuant to the Company’s Insider Trading Policy, directors and officers of the Company are prohibited from engaging in any arrangement that is designed to hedge or offset a decrease in the market value of equity securities granted to such director or officer as compensation, or held directly or indirectly by such director or officer.

Compensation Program

Principles/Objectives of the Compensation Program

The Company’s principal goal is to create value for the Shareholders. As such, the Company’s compensation philosophy reflects this goal and is based on the following fundamental principles:

The Company’s objectives in compensating all NEOs were developed based on the above mentioned compensation philosophy and are as follows: to attract, motivate and retain highly qualified executive officers; to align the interests of executive officers with the Shareholders’ interests by making long-term, equity-based incentives through the granting of options and SUs, and evaluating executive performance on the basis of key measurements that correlate to long-term Shareholder value; and to tie compensation directly to those measurements and rewards based on achieving and exceeding predetermined objectives.

Compensation Program Design and Analysis of Compensation Decisions

Standard compensation arrangements for the Company’s executive officers are composed of the following elements, which are linked to the Company’s compensation and corporate objectives as follows:

2022 Performance and Compensation

The Company is focused on building the world’s largest platform of communities for gamers and esports fans. Given the Company’s stage of development, the Compensation & Governance Committee has determined that the use of traditional quantitative performance standards is not appropriate in the evaluation of corporate or NEO performance. The compensation of executive officers is based, in substantial part, on growth in the gaming platform as well as achievement of the Company’s business plans and objectives. The Compensation & Governance Committee did not establish any quantifiable criteria in 2022 with respect to base salaries payable or the amount of annual bonuses or options granted to NEOs.

Base Salaries

Base compensation for the NEOs are set periodically, having regard to the individual’s job responsibilities, contribution, experience, proven or expected performance and market conditions. In setting base compensation levels,

consideration is given to such factors as level of responsibility, experience and expertise. Subjective factors such as leadership, commitment and attitude are also considered. The Board and the Compensation & Governance Committee consider publicly available information regarding the compensation levels of executives of other esports companies in setting compensation, but have not established a benchmark group of peers. The Company pays a base salary compensation to retain its executive officers and attempts to pay base compensation near the median of base compensation paid by similarly sized companies in its industry.

The NEO’s base annual salaries for the fiscal year ended December 31, 2022 are as follows:

Annual Incentives through Options and SUs

Under the current compensation program, consideration is given to distributing options amongst the various organizational levels, including directors and executive officers. The Compensation & Governance Committee makes recommendations to the Board. Recommendations for options take into account factors such as, among other things, awards made in previous years, the number of options outstanding per individual and the individual’s level of responsibility. The Company believes that granting options encourages the maximization of Shareholder value by aligning the interests of management with those of the Shareholders. Refer to “Securities Authorized for Issuance Under Equity Compensation Plans – Option Plan” for a detailed description of the Current Stock Option Plan and the Previous Stock Option Plan.

Similarly, the grant of SUs pursuant to the Share Unit Plan (the “SU Plan”) is an integral component of the compensation packages of the executive officers. The Compensation & Governance Committee believes that the grant of SUs to executive officers serves to motivate achievement of the Company’s long-term strategic objectives, and aligns the interests of executive officers with those of the Shareholders, thus benefitting all Shareholders. SUs awarded to executive officers and directors of the Company are based upon the recommendation of the Compensation & Governance Committee, which bases its decisions upon, among other things, awards made in previous years, the level of responsibility and (expected and actual) contribution of the individuals toward the Company’s goals and objectives, and each individual’s annual salaried or cash compensation, as well as options awarded. The Compensation & Governance Committee’s decisions with respect to the granting of SUs are reviewed by the Board and are subject to its final approval. Refer to “Securities Authorized for Issuance Under Equity Compensation Plans – Share Unit Plan” for a detailed description of the SU Plan.

Discretionary Cash Bonuses

As part of the compensation program, cash bonuses are paid at the discretion of the Board on the recommendation of the Compensation & Governance Committee, based upon the achievement of certain individual and corporate performance criteria. Cash bonuses awarded at the recommendation of the Compensation & Governance Committee are intended to be generally competitive with the market, while rewarding NEOs for meeting performance goals. The Compensation & Governance Committee considers not only the Company’s performance during the year with respect to the qualitative goals, but also considers market and economic trends and forces, extraordinary internal and market-driven events, unanticipated developments and other extenuating circumstances. Cash bonuses are based on a percentage of the NEOs’ base annual salary, with bonus amounts ranging from 0% up to a maximum of 90% per year.

The Compensation & Governance Committee considers the following factors in determining discretionary cash bonuses: (i) the performance of the Company in respect of key KPIs; (ii) management’s execution of operational and internal strategic mandates; (iii) the financial performance of the Company in terms of growth of key metrics and

performance versus budget; (iv) management’s execution of key strategic transactions; and (v) the achievement of various operational milestones and management’s contribution thereto.

In addition, the Compensation & Governance Committee considers the approach to bonuses paid by the Company’s peers of North American publicly traded gaming, esports and social media companies. In choosing its peer group, the Compensation & Governance Committee considers their revenues, assets, market cap and valuation multiples.

Share Performance Graphs

The following graph illustrates the Company’s cumulative Shareholder return (assuming the re-investment of dividends, of which there have been none) from December 13, 2018 (the date the Company first became a reporting issuer), to December 31, 2022, based upon a $100 investment made on December 13, 2018, in the Common Shares, and compares the Company’s cumulative Shareholder return to the cumulative total shareholder return from a similar investment in the Total Return Index Values of the S&P/TSX Composite Index over the same period.

As described herein, the Compensation & Governance Committee considers various factors in determining the compensation of the NEOs. The performance of the Common Shares is one performance measure that is reviewed, but there is no direct correlation between Common Share performance and executive compensation.

The Common Share price may be affected by numerous factors that are difficult to predict and beyond the Company’s control, and is also affected by general and industry-specific economic and market conditions. The Compensation & Governance Committee evaluates performance by reference to the Company’s business plan rather than by short-term changes in the Common Share price based on its view that its long-term operating performance will be reflected by stock price performance over the long-term, which is especially important when the current stock price may be temporarily depressed by short-term factors, such as recessionary economies.

During the period covered by the performance graph, the Company has trailed the performance of the benchmark S&P/TSX Composite Index, returning -26% as compared to a benchmark of 37.17%. Given the Company’s market capitalization size and limited trading history, volatility has been exceptionally higher than that of the benchmark. Due to the Company’s relatively limited trading history, and short history of NEO compensation data, there are not yet observable trends between Common Share performance and NEO compensation. As described under “Compensation Discussion and Analysis – Compensation Program”, a significant portion of the total compensation that NEOs receive in any year is comprised of variable compensation provided through options and SUs. Such a program is intended to drive and reward superior performance during the current year as well as over the long term.

NEO Compensation

Summary Compensation

The following table provides a summary of the compensation earned by the NEOs for services rendered in all capacities during the fiscal years ended December 31, 2022, 2021 and 2020:

Notes:

Refer to “NEO Compensation – Incentive Plan Awards” for a summary of such awards.

There was no re-pricing or other significant changes to the terms of any option-based or SU award during the financial year ended December 31, 2022.

Incentive Plan Awards

The following table provides details regarding the outstanding option-based awards and share-based awards held by the NEOs as at December 31, 2022:

Notes:

Refer to “Securities Authorized for Issuance under Equity Compensation Plans – Option Plan” for details regarding the Current Stock Option Plan and Previous Stock Option Plan, pursuant to which the options in the table above were granted (as applicable), and “Securities Authorized for Issuance Under Equity Compensation Plans – Share Unit Plan” for details regarding the SU Plan, pursuant to which the restricted SUs in the table above were granted.

The following table provides details regarding outstanding option-based awards, equity-based awards and non-equity incentive plan compensation relating to the NEOs, which vested and/or were earned during the financial year ended December 31, 2022:

Notes:

Option Based Awards

Options and restricted SUs granted on December 9, 2020 pursuant to the Current Stock Option Plan and SU Plan, were subject to Shareholder approval, which was received at the January 20, 2021 Shareholders’ meeting. Accordingly, the grant date for such Options and SUs is considered under IFRS 2 to be the Shareholder approval date. Therefore, the amounts shown under the “Option-based awards” column under NEO Compensation – Summary Compensation above, and the “Option-based awards” column under Director Compensation – Director Summary Compensation below, include equity-based compensation granted in respect of both 2020 and 2021.

Pension Plan Benefits

The Company has not established a pension plan, defined benefits plan, defined contribution plan, or any retirement savings program for the NEOs or other employees of the Company.

Termination and Change of Control Benefits

The Company has entered into employment agreements with certain NEOs. The agreements establish the terms and conditions that will apply during their employment with the Company, as well as the terms and conditions that will apply upon termination of their employment.

Adrian Montgomery – Former CEO

Adrian Montgomery’s role as CEO ended on March 1, 2023.

Adrian Montgomery’s employment was governed by his employment agreement (the “Montgomery Employment Agreement”). Under the Montgomery Employment Agreement, the Company had the ability to terminate Mr. Montgomery without just cause provided that it paid to Mr. Montgomery a lump sum payment equal to his base salary for 30 months plus: (i) any earned but unpaid annual bonus amounts (prorated for the year of termination, ranging from 50% to 90% of his base salary, calculated on the basis of corporate objectives established and amended from time to time by the Board and/or Compensation & Governance Committee), (ii) any reasonably necessary, out-of- pocket, unpaid business expenses (submitted in accordance with Company policies), (iii) any accrued but unused vacation pay, based on a vacation entitlement of six weeks per year, (iv) continued benefits coverage for a period of 15 months following the date of termination, and (v) all stock options and restricted share units granted as of the date of termination were deemed to vest as of the date of termination and the period for exercising such stock options was extended for a period of twenty-four (24) months following the date of termination. Mr. Montgomery could have elected to terminate the Montgomery Employment Agreement with 30 days prior written notice for “good reason” (as defined in the Montgomery Employment Agreement), or within 12 months of the occurrence of a “change of control” of the Company (as defined in the Montgomery Employment Agreement), and upon such election, would have been entitled to the same termination benefits described above.

Mr. Montgomery was committed to non-competition and non-solicitation covenants during his employment, and for the 12 month period thereafter, and confidentiality covenants during and after his employment.

Upon his transition from CEO on March 1, 2023, the Company agreed to continue the Montgomery Employment Agreement until such time that the Company could satisfy the applicable termination settlement amounts owing in accordance with the foregoing or could reach an alternative arrangement with Mr. Montgomery in respect of such settlement amount. Accordingly, the terms of the Montgomery Employment Agreement continue to govern for Mr. Montgomery’s role as Non-Executive Chairman of the Board.

Alex Macdonald – CFO

Alex Macdonald’s employment is governed by his employment agreement (the “Macdonald Employment Agreement”). The Macdonald Employment Agreement may be terminated for just cause by the Company, without notice or payment and benefits in lieu of termination notice (except to the extent required by statute), if Mr. Macdonald: (i) fails (on a continued basis) to perform his duties in any material respect according to the terms of the Macdonald Employment Agreement; (ii) does or omits (or causes or authorizes to be omitted) any act or thing that is harmful or injurious to the Company or any of its affiliates in any material respect, monetarily or otherwise; (iii) is convicted of or pleads guilty (in Canada or the U.S.) or nolo contendere (in the U.S.) to a crime that constitutes an indictable offence (in Canada) or a felony (in the U.S.) involving an act of dishonesty, misappropriation, willful misconduct, theft, fraud, or any other reprehensible behaviour or activity, that has a direct and materially adverse effect on the Company; (iv) is subject to any regulatory directive, sanction or order, resulting from the actions of Mr. Macdonald, that precludes Mr. Macdonald, in any material respect, from fulfilling his duties; (v) breaches any of his fiduciary duties to the Company in any material respect which has a direct and materially adverse effect on the Company; (vi) makes any unauthorized willful or grossly negligent disclosure of the Company’s confidential

information; and/or (vii) commits a material breach of his duties to the Company under the Macdonald Employment Agreement that results in material harm to the Company.

The Company may terminate the Macdonald Employment Agreement without just cause provided that it pays to Mr. Macdonald a lump sum payment equal to his base salary for 30 months plus (i) any earned but unpaid annual bonus amounts (prorated for the year of termination, ranging from 50% to 75% of his base salary, calculated on the basis of corporate objectives established and amended from time to time by the Board and/or Compensation & Governance Committee), (ii) any reasonably necessary, out-of-pocket, unpaid business expenses (submitted in accordance with Company policies), and (iii) any accrued but unused vacation pay, based on a vacation entitlement of four weeks per year. In addition, if the Company terminates Mr. Macdonald without just cause: (i) it must continue Mr. Macdonald’s benefits plan coverage for a period of 15 months following the date of termination, and (ii) all stock options and restricted share units granted as of the date of termination will be deemed to vest as of the date of termination and the period for exercising such stock options will be extended for a period of twenty-four (24) months following the date of termination. Mr. Macdonald may elect to terminate the Macdonald Employment Agreement with 30 days prior written notice for “good reason” (as defined in the Macdonald Employment Agreement), or within 12 months of the occurrence of a “change of control” of the Company (as defined in the Macdonald Employment Agreement), and upon such election, shall be entitled to the same termination benefits described above.

Mr. Macdonald is committed to non-competition and non-solicitation covenants during his employment, and for the 12 month period thereafter, and confidentiality covenants during and after his employment.

Eric Bernofsky – Former Chief Corporate officer

Eric Bernofsky’s role as Chief Corporate Officer ended on April 28, 2023.

Eric Bernofsky’s employment was governed by his employment agreement (the “Bernofsky Employment Agreement”).

Under the Bernofsky Employment Agreement, the Company had the ability to terminate Mr. Bernofsky without just cause provided that it paid to Mr. Bernofsky 24 months’ base salary based on the base salary paid in the immediate 12 month period, plus (i) any accrued but unused vacation, and (ii) his benefits for the earlier of 6 months or until Mr. Bernofsky obtains comparable benefits from another source. Mr. Bernofsky could have elected to terminate the agreement within 90 days of the occurrence of a “change of control” of the Company (as defined in the Bernofsky Employment Agreement), and upon such election, would have been entitled to the same termination benefits described above.

Mr. Bernofsky was committed to non-competition covenants during his employment, and for the 12 month period thereafter, and confidentiality covenants during his employment and for the 6 month period thereafter.

Bill Karamouzis – President

Bill Karamouzis’ employment is governed by his employment agreement (the “Karamouzis Employment Agreement”). The Karamouzis Employment Agreement may be terminated for just cause by the Company, without notice or payment and benefits in lieu of termination notice (except to the extent required by statute), if Mr. Karamouzis : (i) fails (on a continued basis) to perform his duties in any material respect according to the terms of the Karamouzis Employment Agreement; (ii) does or omits (or causes or authorizes to be omitted) any act or thing that is harmful or injurious to the Company or any of its affiliates in any material respect, monetarily or otherwise; (iii) is convicted of or pleads guilty (in Canada or the U.S.) or nolo contendere (in the U.S.) to a crime that constitutes an indictable offence (in Canada) or a felony (in the U.S.) involving an act of dishonesty, misappropriation, willful misconduct, theft, fraud, or any other reprehensible behaviour or activity, that has a direct and materially adverse effect on the Company; (iv) is subject to any regulatory directive, sanction or order, resulting from the actions of Mr. Karamouzis, that precludes Mr. Karamouzis, in any material respect, from fulfilling his duties; (v) breaches any of his fiduciary duties to the Company in any material respect which has a direct and materially adverse effect on the Company; (vi) makes any unauthorized willful or grossly negligent disclosure of the Company’s confidential information; and/or (vii) commits a material breach of his duties to the Company under the Karamouzis Employment Agreement that results in material harm to the Company.

The Company may terminate the Karamouzis Employment Agreement without just cause provided that it pays to Mr. Karamouzis a lump sum payment equal to his base salary for 12 months plus (i) any earned but unpaid annual bonus amounts (prorated for the year of termination, ranging from 50% to 90% of his base salary, calculated on the basis of corporate objectives established and amended from time to time by the Board and/or Compensation & Governance Committee), (ii) any reasonably necessary, out-of-pocket, unpaid business expenses (submitted in accordance with Company policies), and (iii) any accrued but unused vacation pay, based on a vacation entitlement of five weeks per year. In addition, if the Company terminates Mr. Karamouzis without just cause: (i) it must continue Mr. Karamouzis’s benefits plan coverage for a period of 12 months following the date of termination, and (ii) all stock options and

restricted share units granted as of the date of termination that were scheduled to vest within the following 12 months following the date of termination will be deemed to vest as of the date of termination and the period for exercising such stock options will be extended for a period of 12 months following the date of termination.

Mr. Karamouzis may elect to terminate the Karamouzis Employment Agreement with 30 days prior written notice for “good reason” (as defined in the Karamouzis Employment Agreement) and upon such election, shall be entitled to the same termination benefits described above.

Mr. Karamouzis is committed to non-competition and non-solicitation covenants during his employment, and for the 12 month period thereafter, and confidentiality covenants during and after his employment.

William Alfred Drolet – Former Chief Revenue Officer

William Alfred Drolet’s role as Chief Revenue Officer ended on April 28, 2023.

William Alfred Drolet’s employment was governed by his employment agreement (the “Drolet Employment Agreement”), which was entered into with the Company’s U.S. subsidiary, Enthusiast Gaming Media (US) Inc. (“Enthusiast US”). Enthusiast US had the ability to terminate the Drolet Employment Agreement without just cause provided that it pays to Mr. Drolet 6 months’ severance, plus payment in lieu of accrued but untaken vacation days. Mr. Drolet had the ability to elect to terminate the agreement for any reason or no reason. Mr. Drolet was committed to non-competition covenants during his employment, and for the 12 month period thereafter if Enthusiast US terminated the Drolet Employment Agreement for any reason or for the 4 month period thereafter if Mr. Drolet’s employment was otherwise terminated.

Mr. Drolet was also committed to non-solicitation and non-interference covenants during his employment and for the 2 year period thereafter, and confidentiality covenants during and after his employment.

Thamba Tharmalingam – Former Chief Operating Officer

Thamba Tharmalingam’s role as Chief Operating Officer ended on August 3, 2022.

Thamba Tharmalingam’s employment was governed by his employment agreement (the “Tharmalingam Employment Agreement”).

Under the Tharmalingam Employment Agreement, the Company had the ability to terminate Mr. Tharmalingam without just cause provided that it paid to Mr. Tharmalingam a lump sum payment equal to his base salary for 30 months plus (i) any earned but unpaid annual bonus amounts (prorated for the year of termination, ranging from 50% to 90% of his base salary, calculated on the basis of corporate objectives established and amended from time to time by the Board and/or Compensation & Governance Committee), (ii) any reasonably necessary, out-of-pocket, unpaid business expenses (submitted in accordance with Company policies), (iii) any accrued but unused vacation pay, based on a vacation entitlement of four weeks per year, (iv) continued benefits coverage for a period of 15 months following the date of termination, and (v) all stock options and restricted share units granted as of the date of termination were deemed to vest as of the date of termination and the period for exercising such stock options was extended for a period of twenty-four (24) months following the date of termination. Mr. Tharmalingam could have elected to terminate the Tharmalingam Employment Agreement with 30 days prior written notice for “good reason” (as defined in the Tharmalingam Employment Agreement), or within 12 months of the occurrence of a “change of control” of the Company (as defined in the Tharmalingam Employment Agreement), and upon such election, would be entitled to the same termination benefits described above.

Mr. Tharmalingam was committed to non-competition and non-solicitation covenants during his employment, and for the 12 month period thereafter, and confidentiality covenants during and after his employment.

Other than as described herein, the Company and its subsidiaries are not party to any compensation plan, agreement, contract or arrangement where any NEO is entitled to receive incremental compensation in the event of resignation, retirement or termination (whether voluntary, involuntary or constructive) of employment, a change of control of the Company or its subsidiaries, or a change in any NEO’s responsibilities.

The following are estimated incremental payments, payables and benefits under each of the employment agreements with each of the NEOs who remain employed with the Company, assuming a termination without cause, for “good reason” (as defined in each NEO’s employment agreement) or “change of control” of the Company (as defined in each NEO’s employment agreement) took place on December 31, 2022:

Other than as described herein, the NEOs whose employment with the Company ceased since the beginning of the Company’s most recently completed financial year have been treated in accordance with their respective agreements and have received, or are continuing to receive, all entitlements applicable thereunder in connection with the nature of their termination. In addition to the foregoing, Mr. Drolet was paid an amount equal to US$83,341 on account of first quarter commissions earned prior to the date of termination and was granted a six (6) month extension of benefits coverage.

Director Compensation

The rationale for the level of the director compensation under the compensation program is generally the same as the rationale for the compensation policies of the NEOs. The compensation policies are in place to assist the Company in attracting and retaining a team of experienced directors with the aim of enhancing Shareholder value.

During the fiscal year ended December 31, 2022, the remuneration for all non-executive directors was $351,538, representing payment of $117,179 per quarter over the first three fiscal quarters of 2022. In light of the Company’s cash position and macroeconomic conditions, Board fees for the fourth quarter of 2022 were settled by the issuance of additional RSUs. An aggregate of $49,357 in additional fees was paid to non-executive directors in the fiscal year ended December 31, 2022 for serving on the Board committees. No additional fees were paid to non-executive directors in 2022 for attending meetings.

Additionally, directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending Board, committee or Shareholder meetings, and otherwise incurred in carrying out their duties as directors of the Company.

Additionally, directors are also entitled to receive compensation to the extent that they provided services to the Company outside of their role as directors at rates that would otherwise be charged by such directors for such services to arm’s length parties or less. During the financial year ended December 31, 2022, additional fees were paid to directors for such services, as noted below.

Refer to “Executive Compensation – NEO Compensation” for details regarding compensation of the Company’s Former CEO, Adrian Montgomery, who is also a director of the Company.

Director Summary Compensation

The following compensation table sets out the compensation paid to each of the Company’s directors (excluding the Company’s Former CEO, who was also an NEO) in the year ended December 31, 2022:

Notes:

Incentive Plan Awards

The following table provides details regarding the outstanding option-based and share-based awards held by directors (excluding the Company’s Former CEO, who was also a NEO) as at December 31, 2022: