Hello, and welcome to the annual general and special meeting of shareholders of Enthusiast Gaming Holdings Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Odyssey and the company that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, you can submit questions or comments at any time by clicking on the question and answer tab. Questions that directly relate to a particular motion will be answered at the appropriate time of the meeting.
It is now my pleasure to turn today's meeting over to Alex Macdonald, Chief Executive Officer of the company. The floor is yours.
Good afternoon, everyone. My name is Alex Macdonald, and I am the Chief Executive Officer of Enthusiast Gaming Holdings Inc. On behalf of the company, I welcome you to this annual general and special meeting of shareholders. We are hosting this year's meeting virtually so that it is accessible to our shareholders and proxy holders, regardless of physical location, and allows them to participate, submit questions, and vote. This online meeting is accessible to registered shareholders, duly appointed proxy holders, and guests. However, only registered shareholders and proxy holders are entitled to participate in the meeting, vote, and ask questions. I encourage registered shareholders and proxy holders to submit your questions as early as possible so that we may address them at the right moment during the meeting. Questions should relate to the motions being considered as part of the formal business of the meeting.
If you have a question, please use the messaging tab feature in the webcast. We will try to address questions that directly relate to a particular motion at the appropriate time of the meeting. Registered shareholders and duly appointed proxy holders may vote on the online platform throughout the meeting. To do so, click on the circle button beside your answer of your choice for each item being voted on when instructed. You will see confirmation that your vote has been captured by the answer being highlighted. If you have appointed a proxy holder and do not wish to change your voting instructions, then you do not need to do anything. If you do wish to change your vote, then voting online will have the effect of revoking your previously submitted proxy. Voting on all resolutions will be open at the same time.
This will allow you to choose to vote on each resolution immediately or wait until the conclusion of discussion on all resolutions prior to casting your vote. Once discussion on all items of business has been concluded, I will give you time to enter your votes and then declare voting closed on all resolutions. After my introductory remarks, we will proceed through the regular and special items of business, namely the receipt of financial statements, setting the number of directors of the company, election of directors, appointment of auditors, and approval of conversion into common shares of the warrants held by and payment-in-kind interest owing to BD Capital in connection with the company's financing transactions.
Before we proceed with the formal business of today's meeting, I would like to introduce the members of management of Enthusiast who have joined us online today, being JB Elliott, President and Chief Operating Officer, and Nathan Teal, Interim Chief Financial Officer. In accordance with the articles of the corporation, I will preside as Chair of this meeting. I appoint Mohammed Abdel Hadi, Associate General Counsel of the company, to act as Secretary of the Meeting. I appoint Odyssey Trust Company to act as scrutineer of the meeting. The Secretary has been advised that the notice calling this meeting and related management information circular and form of proxy were mailed between September 25th, 2025, and October 15th, 2025, to, among others, all shareholders of record as of September 12th, 2025, with some delays due to the ongoing Canada Post strike.
The affidavit of mailing will be available for inspection by any shareholder. I would ask that the Secretary file a copy of such affidavit with the minutes of today's meeting. Quorum of shareholders for this meeting consists of one or more persons present in person or by proxy. I have been advised by the scrutineer that there are 54 shareholders present today, either in person or by proxy, representing 42,096,822 shares, which is approximately 26.54% of the issued and outstanding shares of Enthusiast . Accordingly, we have a quorum present. I would ask that the Secretary file a copy of the scrutineer's report with the minutes of today's meeting. I would also note that under applicable corporate law and the articles of the corporation, the corporation is permitted to hold this meeting by the electronic means that we are using.
With that said, I declare that this meeting has been regularly called and properly constituted for the transaction of business. To facilitate proceedings, I, as Chair of the meeting and a shareholder of the corporation, will move all motions. This is not intended in any way to curtail discussion. Each item of business to be considered today, other than the issuance resolution, requires that a majority of the votes cast be voted in favor in order for the resolution to pass. The issuance resolution requires for the passing of the same a simple majority of the votes cast at the meeting by disinterested shareholders. The first item of business is the presentation of the audited financial statements of the corporation for the year ended December 31st, 2024, together with the report of the auditors thereon and the condensed consolidated financial statements for the three-month period ended March 31st, 2025.
These financial statements were previously filed on the corporation's website and SEDAR+ , and I now place them before the shareholders. Are there any questions on the financial statements or the auditor's report?
No, we have not received any questions on this item.
Thank you. I declare that the audited financial statements of the corporation for the year ended December 31st, 2024, together with the report of the auditors thereon and the condensed consolidated financial statements for the three-month period ended March 31st, 2025, have been presented and received. The voting is now open for all resolutions, and we invite shareholders and proxy holders to submit their votes if they have not already done so. As a reminder, if you have already voted or sent in a proxy, there is no need to do anything unless you wish to change one or more of your votes. The first item of business to be voted upon is the election of directors. As a preliminary matter, it is proposed that the number of directors to be elected should be fixed at six.
Accordingly, I hereby move that the number of directors to be elected be fixed at six. The motion having been made, we will now address any questions or comments from shareholders or proxy holders that are directly related to the fixing of the number of directors. Have any questions come in?
No, we have not received any questions on this item.
Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. We will now move to the election of directors. Information about each nominee is included in the management information circular. I confirm that all nominees are eligible for election. The nominees are John Albright, Scott Michael O'Neill, Thomas Hearne, John Zorbas, Sara Slane, and Jordan Gnat. Accordingly, I now move that each of the six persons nominated be elected as a director of the corporation to hold office until the close of the next annual meeting of shareholders of the corporation or until their successor is duly elected or appointed. The motion having been made, we will now address any questions or comments from shareholders or proxy holders that are directly related to the election of directors. Have any questions come in?
No, we have not received any questions on this item.
Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. The next item of business is the appointment of the auditor. Accordingly, I hereby move that RSM Canada LLP be appointed the auditor of the corporation to hold office until the next annual meeting of shareholders of the corporation, and that the directors be authorized to fix their remuneration. The motion having been made, we will now address any questions or comments from shareholders or proxy holders that are directly related to the appointment of auditor. Have any questions come in?
No, we have not received any questions on this item.
Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. The next item of business is the approval of the issuance resolution. The issuance resolution is to approve, subject to TSX approval, the issuance by the company of a sufficient number of common shares of the company issuable upon either one, the exercise of the common share purchase warrants held by BD Capital, or two, the conversion into common shares of any payment-in-kind interest owing to BD Capital in connection with the company's financing transactions. Accordingly, I hereby move that the issuance resolution be approved. The motion having been made, we will now address any questions or comments from shareholders or proxy holders that are directly related to the issuance resolution. Have any questions come in?
No, we have not received any questions on this item.
Thank you. The voting is open, and we invite shareholders and proxy holders to submit their votes if they have not already done so. I will now instruct Odyssey to kindly close the polls on all resolutions. As we have now dealt with all business items on the agenda, I declare voting on all matters closed. I understand that the scrutineer has a preliminary tabulation of votes cast in respect of each of the items of business before the meeting. The preliminary results with respect to fixing the number of directors at six are 88.76% voted in favor of fixing the number of directors for the ensuing year at six. As a result, I declare that the number of directors for the ensuing year is set at six.
The preliminary results with respect to the election of directors are a majority of the votes cast were voted in favor of the six nominees, with each nominee receiving in excess of at least 91.7% in favor. As a result, I declare that the six director nominees have been duly elected. The preliminary results with respect to the appointment of auditor is 99.47% voted in favor of the appointment of RSM Canada LLP. As a result, I declare that RSM Canada LLP has been duly appointed as the auditor of the corporation and that the directors are authorized to fix their remuneration. The preliminary result with respect to the issuance resolution is 95.7% voted in favor. As a result, I declare that the issuance resolution has been approved. The final results of today's vote will be posted later today on SEDAR+ .
That concludes the formal business of this meeting of shareholders. I want to thank everyone for joining us today. We've turned this company into a product-first engine and are enjoying the successes that continue to flow from that shift. The momentum is real, and it's only getting stronger. We look forward to continuing to share our progress with you. Thank you again for joining us, and we hope you have a great rest of your day. I now declare the meeting terminated.
This concludes the meeting. You may now disconnect.