Enthusiast Gaming FY2025 Annual Report

INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Enthusiast Gaming Holdings Inc.
Opinion
W e have audited the consolidated financial statements of Enthusiast Gaming Holdings Inc. (the “Company”) ,
which comprise the consolidated statement of financial position as at December 31, 2025 , and the consolidated
statements of loss and comprehensive loss, shareholders’ equity and cash flows for the year then ended , and
notes to the consolidated financial statements , including material accounting policy information .
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the
consolidated financial position of the Company as at December 31, 2025 , and its consolidated financial
performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting
Standards as issued by the International Accounting Standards Board (IASB) .
Basis for Opinion
W e conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report. W e are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. W e believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
W e draw attention to Note 2 (ii) in the Consolidated financial statements, which indicates that the Company has
an accumulated deficit of $484,938,348 as at December 31, 2025 and, as of that date, the Company’s current
liabilities exceeded its total assets by $52,341,131. As stated in Note 2 (ii), these events or conditions, along with
other matters as set forth in Note 2 (ii), indicate that a material uncertainty exists that may cast significant doubt
on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Emphasis of Matter
W e draw attention to Note 25 to the consolidated financial statements , which describes that certain comparative
information presented for the year ended December 31, 2024 has been amended.
Our opinion is not modified in respect of this matter.
The consolidated financial statements of the Company for the year ended December 31, 2024, excluding the
adjustments that were applied to amend certain comparative information, were audited by another auditor who
expressed an unmodified opinion on those financial statements on March 31, 2025.
As part of our audit of the consolidated financial statements for the year ended December 31, 2025, we also
audited the adjustments described in Note 25 that were applied to amend certain comparative information
presented for the year ended December 31, 2024. In our opinion, such adjustments are appropriate and have
been properly applied.
Other than with respect to the adjustments that were applied to amend certain comparative information, we were
not engaged to audit, review, or apply any procedures to the financial statements for the year ended December
31, 2024. Accordingly, we do not express an opinion or any other form of assurance on those financial
statements taken as a whole.

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements for the year ended December 31, 2025 . These matters were addressed in
the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have
determined the matter described below to be the key audit matter to be communicated in our auditor’s report.
Impairment of goodwill and intangible assets from continuing operations
Refer to financial statement Note 3 Material accounting policies – (x) Impairment testing of goodwill, other
intangible assets and property and equipment; Note 8 Intangible assets; and Note 10 Goodwill.
As at December 31, 2025, the Company has goodwill and intangible assets from continuing operations with a
carrying value of $31,543,408 and $24,491,606, respectively. The Company performs impairment testing on the
four cash generating units (“CGUs”) containing goodwill and indefinite-life intangible assets at the end of the
fourth quarter, or when circumstances indicate that the carrying value of the Company’s CGUs might exceed its
recoverable amount. The Company assesses indicators of impairment for all CGUs at the end of each quarter.
W hen impairment testing is performed, the Company assesses the recoverable amount of the CGU based on
the greater of the value in use models prepared by management with key inputs prepared by management’s
expert or the fair value less costs to sell. If the recoverable amount estimated is less than the carrying amount,
the carrying amount of the asset is reduced to its recoverable amount.
W e considered the impairment of goodwill and intangible assets to be a key audit matter given the magnitude of
the asset values and high degree of estimation uncertainty associated with management’s assumptions,
particularly the terminal growth rate and discount rate. As a result, significant auditor effort, judgment, and
assistance from valuation specialists were required to evaluate management’s assumptions used in estimating
the recoverable amount of the CGUs.
How our audit addressed the Key Audit Matter
Our audit procedures to address the matter included the following, among others:
 W e assessed the competence, capabilities and objectivity of management’s expert by evaluating
their relevant professional qualifications and experience and obtaining an understanding of work
performed;
 Evaluated the expected future revenue, operating margins and capital investment in comparison
to the actual historical results and other available public data to assess the Company’s ability to
accurately predict cash flows;
 Performed sensitivity analysis over key assumptions to assess changes in the recoverable
amount of the CGUs;
 Agreed data inputs used in management’s impairment analysis to applicable source information;
 W ith the assistance of internal valuation specialists:
 Assessed the appropriateness of the discounted cash flow methodology used by the
Company to determine the recoverable amount of the CGUs;
 Evaluated the reasonableness of the terminal growth rate by comparing it to published reports
of industry analysts; and
 Evaluated the appropriateness of the discount rate assumption by comparing it to a discount
rate range that was independently developed using publicly available market data.
 W here applicable, assessed management’s calculation of fair value less costs to sell, by agreeing
inputs to applicable source information and sensitizing estimates.

Other Information
Management is responsible for the other information. The other information comprises the Management’s
Discussion and Analysis (“MD&A”), but does not include the consolidated financial statement and our auditor’s
opinion thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express
any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements , our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated.
W e obtained the MD&A prior to the date of this auditor’s report. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact. W e
have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in
accordance with IFRS Accounting Standards as issued by the IASB , and for such internal control as
management determines is necessary to enable the preparation of consolidated financial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements , management is responsible for assessing the Company ‘s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company ‘s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these consolidated financial statements .
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional
judgment and maintain professional skepticism throughout the audit. W e also:
 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

 Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company ‘s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease to continue as a going concern.
 Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
 Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial
information of the entities or business units within the Company as a basis for forming an opinion on the
group financial statements. W e are responsible for the direction, supervision and review of the audit work
performed for purpose of the group audit. W e remain solely responsible for our audit opinion.
W e communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
W e also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that
may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the consolidated financial statements of the current period and are therefore the
key audit matters. W e describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Jamie Zuk .
Chartered Professional Accountants
Licensed Public Accountants
April 14, 2026
Toronto, Ontario

Enthusiast Gaming Holdings Inc.
Consolidated Statements of Financial Position
As of December 31, 2025 and 2024
(Expressed in Canadian Dollars)
1

Note December 31, 2025 December 31, 202 4
ASSETS
Current
Cash $ 3,262,528 $ 4,765,373
Trade and other receivables 6 4,806,842 12 ,351 ,539
Income tax receivable 75,334 12,371
Prepaid expenses 752,995 2,010,796
Total current assets 8,897,699 19,140,079
Non-current
Property and equipment 8,755 187,464
Right -of -use assets 11 – 800,908
Long -term portion of prepaid expenses – 148,546
Intangible assets 8 24,491,606 71,815,485
Goodwill 10 31,543,408 36,353,244
Total Assets $ 64,941,468 $ 128,445,726

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities 12 $ 8,776,572 $ 15,022,630
Contract liabilities 6,235,303 5,735,275
Income tax payable – 131,441
Current portion of long -term debt 13 45,583,794 38,990,332
Current portion of deferred payment liability 14 525,083 2,322,274
Current portion of lease liabilities 11 118,078 727,525
Total current liabilities 61,238,830 62,929,477
Non-current
Long -term portion of lease liabilities 11 – 295,977
Deferred tax liability 19 1,921,014 13,470,905
Total liabilities $ 63,159,844 $ 76,696,359

Shareholders’ Equity
Share capital 15 461,607,373 461,607,373
Warrants reserve 18 2,561,231 1,823,168
Contributed surplus 16, 17 17,774,059 17,596,195
Accumulated other comprehensive income 4,777,309 11,542,198
Deficit (484,938,348) (440,819,567 )
Total shareholders’ equity 1,781,624 51,749,367
Total liabilities and shareholders’ equity $ 64,941,468 $ 128,445,726

Going Concern (Note 2)
Commitments (Note 23 )

Approved by the Board of Directors of the Company:

Signed: “John Albright” Signed: “Tom Hearne”
Director Director
The accompanying notes are an integral part of these consolidated financial statements.

Enthusiast Gaming Holdings Inc.
Consolidated Statements of Loss and Comprehensive Loss
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
2

Note December 31, 2025 December 31, 202 4
Amended (Note 25 )

Revenue 24 $ 32,034,244 $ 41,664 ,470
Cost of sales 4,033,351 10,591 ,758
Gross margin 28,000,893 31,072,712
Operating expenses
Professional fees 1,451,065 1,550,559
Consulting fees 432,764 2,113,639
Advertising and promotion 550,268 377,247
Office and general 2,407,072 2,736,650
Salaries and wages 12,910,753 15,128,317
Technology support, web development and content 7,896,882 9,319,926
Foreign exchange (gain) loss (53,746) 64,515
Share -based compensation 16, 1 7 177,864 (1,147,697)
Amortization and depreciation 8, 11 1,549,173 2,234,312
Total operating expenses 27,322,095 32,377,468

Other expenses (income)
Goodwill impairment 10 – 72,044,148
Intangible asset impairment 8 – 9,844,441
Transaction costs 13 389,439 2,136,114
Share of net loss from investment in joint ventures 7 – 11,02 4
Interest and accretion 11 ,13,14 3,674,310 2,170,34 8
(Gain) l oss on revaluation of deferred payment liability 14 (743,298) 44,451
Gain on sale of assets 9 – (344,852)
Loss on disposal of property and equipment – 25,997
Loss on revaluation of long -term debt 13 5,315,417 2,907,390
Loss on modification of long -term debt 13 700,759 401,951
Loss on derecognition of long -term debt 13 1,537,923 –
Other income (375,309) –
Interest income (5,990) (4,787)
Loss before income taxes from continuing operations (9,814,453) (90,540,981 )

Income taxes
Current tax expense 19 31,549 372,160
Deferred tax recovery 19 (165,393) (1,056,310)
Net loss for the year from continuing operations (9,680,609) (89,856,831 )

Net loss from discontinued operations 5 (34,438,172) (6,126,169 )
Net loss for the year (44,118,781) (95,983,000 )

Other comprehensive income (loss)
Items that may be reclassified to profit or loss
Foreign currency translation adjustment 5 (6,764,889) 4,340,222
Net loss and comprehensive loss for the year $ (50,883,670) $ (91,642 ,778 )
Net loss per share from continuing operations, basic and diluted $ (0.06) $ (0. 57 )
Net loss per share from discontinued operations, basic and diluted $ (0.22) $ (0. 04 )
Net loss per share, basic and diluted $ (0.28) $ (0. 61 )
Weighted average number of common shares outstanding, basic and diluted 159,169,003 156,481,036
The accompanying notes are an integral part of these consolidated financial statements.

Enthusiast Gaming Holdings Inc.
Consolidated Statements of Shareholders’ Equity
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
3

Note
Number of
shares Share capital

Warrants
reserve
Contributed
surplus
Accumulated
other
comprehensive
income (loss) Deficit
Total
shareholders’
equity

Balance, January 1, 202 4 15 4,393,280 $ 444,474,076 $ – $ 3 5,877,189 $ 7,201,976 $ ( 344,836,567 ) $ 142,716,674
Shares issued upon settlement of
restricted share units

15,17 4,775,723

17,133,297

– (17,133,297) – – –
Warrants issued in connection with
long -term debt

13,1 8 –

–

1,823,168 – – – 1,823,168
Share -based compensation 16,1 7 – – – (1,147,697) – – (1,147,697)
Other comprehensive income for the
year – –

– – 4,340,222 – 4,340,222
Net loss for the year – – – – – (95,983,000) (95,983,000)
Balance, December 31, 2024 159,169,003 $ 461,607,373 $ 1,823,168 $ 17,596,195 $ 11,542,198 $ (440,819,567) $ 51,749,367
Warrants issued in connection with
long -term debt
13,18
–

–

738,063

–

–

–

738,063
Share -based compensation 16,1 7 – – – 177,864 – – 177,864
Other comprehensive loss for the year 5 – – – – (6,764, 889 ) – (6,76 4,889 )
Net loss for the year – – – – – (44,118 ,781 ) (44,118 ,781 )
Balance, December 31, 2025 159,169,003 $ 461,607,373 $ 2,561,231 $ 17,774,059 $ 4,777,309 $ (484,938,348) $ 1,781,624
The accompanying notes are an integral part of these consolidated financial statement

Enthusiast Gaming Holdings Inc.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
4

Note December 31, 2025 December 31, 2024
Cash flows from operating activities
Net loss for the year from continuing operations $ (9,680,609) $ (89,856,831 )
Items not affecting cash:
Goodwill impairment 10 – 72,044,148
Intangible asset impairment 8 – 9,844,441
Amortization and depreciation 8, 11 1,549,173 2,234,312
Share -based compensation 16, 1 7 177,864 (1,147,697)
Accretion 11 ,13,14 (97,784) (161,878)
Deferred tax recovery 19 (165,393) (1,056,310)
Share of net loss from investment in joint ventures 7 – 11,02 4
Gain on sale of assets 9 – (344,852)
(Gain ) loss on revaluation of deferred payment liability 14 (743,298) 44,451
Foreign exchange loss (gain) 42,457 (320,59 2)
Loss on disposal of property and equipment – 25,997
Gain on settlement of accounts payable 12 (386,500) (1,384,377)
Loss on modification of long -term debt 13 700,759 401,951
Loss on derecognition of long -term debt 13 1,537,923 –
Loss on revaluation of long -term debt 13 5,315,417 2,907,390
Transaction costs 13 389,439 2,136,114
Provisions 56,672 24,837
Changes in working capital:
Changes in trade and other receivables 1,009,985 3,797,171
Changes in prepaid expenses 106,091 518,379
Changes in accounts payable and accrued liabilities (1,531,330) (6,422,503)
Changes in contract liabilities 509,771 1,094,870
Changes in income tax receivable and payable 52,459 421,934
Income tax paid (246,135) (538,682)
Net cash used in operating activities from continuing operations (1,403,039) (5,7 26 ,703 )
Net cash from (used in) operating activities from discontinued operations 659,684 (14,023,339)
Net cash used in operating activities (743,355) (19,7 50 ,042 )

Cash flows from investing activities
Proceeds from sale of assets , net of transaction costs 9 – 2,693,339
Repayment of deferred payment liability 14 (1,376,800) (85,700)
Acquisition of property and equipment (840) (5,303)
Net cash (used in) from investing activities from continuing operations (1,377,640) 2,602,336
Net cash from investing activities from discontinued operations 941,948 1,244,289
Net cash (used in) from investing activities (435,692) 3,846,625

Cash flows from financing activities
Proceeds from long -term debt, net of transaction costs 13 2,249,464 20,737,490
Repayment of long -term debt 13 (2,268,758) (6,373,678)
Repayment of other long -term debt – (173,858)
Lease payments 11 (39,359) (289,431)
Net cash (used in) from financing activities from continuing operations (58,653) 13,900,523
Net cash used in financing activities from discontinued operations (183,867) (561,193)
Net cash (used in) from financing activities (242,520) 13,339,330

Foreign exchange effect on cash from continuing operations (74,389) 318,588
Foreign exchange effect on cash from discontinued operations (6,889) 158,906
Foreign exchange effect on cash (81,278) 477,494
Net change in cash (1,502,845) (2,086,593)
Cash, beginning o f year 4,765,373 6,851,966
Cash, end of year 3,262,528 4,765,373
Cash held by discontinued operations – 180,903
Cash held by continuing operations $ 3,262,528 $ 4,584,470

The accompanying notes are an integral part of these consolidated financial statements

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
5

1.

2.

Nature of operations
Enthusiast Gaming Holdings Inc. (the “Company” or “Enthusiast”) was incorporated under the
Business Corporation Act
(British Columbia) on June 27, 2018. The Company is publicly traded on the Toronto Stock Exchange (“TSX”) under the
symbol “EGLX”. The Company maintains its registered office at 510 West Georgia Street, Suite 1800, Vancouver, British
Columbia and its executive office at 2 St. Clair Avenue West, 10 th

floor, Toronto, Ontario.
The
Company operates in one industry segment, being digital media products and events. The Company’s principal
business activities include media and content, events and subscriptions. The Company’s digital media platform is centered
around a portfolio of flagship video gaming related products, including owned and operated websites and casual games,
through which the Company derives its media and content revenue. The Company’s events business is comprised of
Pocket Gamer Connects, a global mobile gaming events series. The Company’s subscription revenue includes owned and
operated video gaming related products such as The Sims Resource.
On August 16, 2025, pursuant to an unsolicited offer from Vertiqal Studios Corp. (“VSC”), the Company entered into a
binding letter of intent with VSC to acquire the direct sales business carried on by the Company, which is primarily
comprised of (i) Omnia Media Inc. (“Omnia”), being the entity that holds the Company’s YouTube multi-channel network
license, (ii) GameCo Esports Canada Inc. (“GameCo”), being the entity that holds the Company’s esports operations,
including Luminosity Gaming Inc. (“Luminosity”) and GameCo eSports USA Inc. (“GameCo USA”), and (iii) those
assets and contracts of the Company specifically related to the direct sales business operated within Enthusiast, including
certain systems, processes, and personnel (the “Direct Sales Business Line”). The transaction closed on August 30, 2025
and
VSC acquired all the issued and outstanding shares of Omnia, GameCo, Luminosity and GameCo USA (the
“Acquired Entities”) and the Direct Sales Business Line.
On July 7, 2025, the Company entered into an exclusive non-binding letter of intent with an entity which proposed to
acquire the direct sales business carried on by the Company. Prior to entering into the binding letter of intent with VSC,
the Company terminated the non-binding letter of intent signed on July 7, 2025.
The Company’s digital media platform previously included its content channels relating to YouTube. The Company’s
events business activity was previously called esports and entertainment business. The esports business was previously
comprised of Luminosity, a leading global esports franchise that consisted of professional esports teams under ownership
and management. The activities of the Acquired Entities and Direct Sales Business Line are included in discontinued
operations (Note 5).
On April 15, 2024, the Company sold certain non-core and non-profitable casual gaming assets (Note 9).
Approval of Financial Statements
These
consolidated financial statements were authorized for issuance by the Board of Directors of the Company on
April 1 3 , 2026.
Statement of compliance and basis of preparation and going concern
(i)
Statement of compliance
The
Company prepares its consolidated financial statements in accordance with IFRS Accounting Standards
(“IFRS”) as issued by International Accounting Standards Board (“IASB”).
(ii)
Basis of preparation and going concern
These consolidated financial statements are prepared under the historical cost convention except for the revaluation
of certain financial assets and liabilities to fair value. All financial information is presented in Canadian dollars,
except as otherwise noted.

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
6

2. Statement of compliance and basis of preparation and going concern (continued)
(ii) Basis of preparation and going concern (continued)
The Company’s future operations are dependent upon its ability to generate positive cash flows from operations and
to raise additional financing. For the year ended December 31, 2025, the Company had negative cash flows from
operations of $743,355 (December 31, 2024 – $19,750,042) and as of December 31, 2025, the Company has a
working capital deficit of $52,341,131 (December 31, 2024 – $43,789,398), which includes the current portion of
long-term debt of $45,583,794 (December 31, 2024 – $38,990,332), and an accumulated deficit of $484,938,348
(December 31, 2024 – $440,819,567). The Company is also in breach of covenants relating to its long-term debt
(Note 13) as of December 31, 2025, for which waivers have not been received as of the date of approval of these
consolidated financial statements. As a result, the long-term debt has been presented as a current liability and the
Company’s long-term debt is due and payable under the terms of the Forbearance and First Supplemental Credit
Agreement and the Forbearance Agreement.
The Company’s cash resources as of December 31, 2025, are not sufficient to fund its planned business operations
over the next 12 months. Additional financing will be required if the Company is unable to generate positive cash
flows from operations in order to settle current liabilities and to service the Company’s long-term debt and remain
in compliance with covenants (Note 13), as well as fund operations.
These factors represent a material uncertainty that casts substantial doubt as to the Company’s use of the going
concern assumption in preparation of these consolidated financial statements. These consolidated financial
statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate.
If the going concern basis was not appropriate for these consolidated financial statements, adjustments may be
necessary to the carrying value of assets and liabilities or reported expenses, and these adjustments could be material.
(iii) Basis on consolidation
Subsidiaries are entities controlled by the Company where control is defined as the power to govern the financial
and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are included in the
consolidated financial statements from the date control is obtained until the date control ceases. All intercompany
balances, transactions, income and expenses have been eliminated on consolidation.
These consolidated financial statements include the accounts of Enthusiast Gaming Holdings Inc. and its wholly-
owned subsidiaries. The accounts of the subsidiaries are prepared for the same reporting period as the Company,
using consistent accounting policies. The table below lists the Company’s wholly-owned subsidiaries as of
December 31, 2025:
Name of Subsidiary Jurisdiction Functional
Currency
Accounting Method
Enthusiast Gaming Properties Inc. Canada Canadian dollars Consolidation
Enthusiast Gaming Inc. Canada U.S. dollars Consolidation
Enthusiast Gaming Media (US) Inc. USA U.S. dollars Consolidation
GameKnot LLC . USA U.S. dollars Consolidation
Addicting Games, Inc. . USA U.S. dollars Consolidation
TeachMe, Inc. USA U.S. dollars Consolidation
Outplayed, Inc. USA U.S. dollars Consolidation
Enthusiast Gaming (PG) Inc. Canada Canadian dollars Consolidation
Steel Media Limited England and Wales UK Pound Sterling Consolidation
Fantasy Football Scout Limited England and Wales UK Pound Sterling Consolidation
Vedatis SAS France Euro Consolidation
On August 30, 2025, VSC acquired all the issued and outstanding shares of Omnia, GameCo, Luminosity and
GameCo USA. (Note 5).
On January 1, 2024, Enthusiast Gaming Live Inc. amalgamated with Enthusiast Gaming Inc. On September 9, 2024,
the Company terminated Tabwire LLC (“Tabwire”), and Enthusiast Gaming Media (US) Inc. was assigned the
rights, title and interest in all of the assets of Tabwire and all of the existing and future liabilities and obligations of
Tabwire through a bill of sale. On October 15, 2024, the Company dissolved Fantasy Media Ltd.
Refer to Note 7 for the Company’s former investments in associates and joint ventures.

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
7

3. Material accounting policies
The accounting policies set out below have been applied consistently to all years presented in these consolidated financial
statements.
(i) Foreign currency
The consolidated financial statements are presented in Canadian dollars. The functional currency of Enthusiast
Gaming Holdings Inc., GameCo Esports Canada Inc., Luminosity Gaming Inc., Enthusiast Gaming Properties Inc.,
Enthusiast Gaming (PG) Inc., AIG eSports Canada Holdings Ltd. and AFK Media Partnership is Canadian dollars.
The functional currency of Enthusiast Gaming Inc., Omnia Media Inc., Enthusiast Gaming Media (US) Inc.,
GameCo eSports USA Inc., Tabwire LLC, GameKnot LLC, Addicting Games, Inc., TeachMe, Inc., Outplayed, Inc.
and AIG eSports USA Intermediate Holdings, LLC is United States dollars. The functional currency of Steel Media
Limited, Fantasy Football Scout Limited and Fantasy Media Ltd. is the UK pound sterling. The functional currency
of Vedatis SAS is Euro.
Assets and liabilities of subsidiaries having a functional currency other than the Canadian dollar are translated at the
rate of exchange at the reporting period date. Revenues and expenses are translated at average rates for the period,
unless exchange rates fluctuated significantly during the period, in which case the exchange rates at the dates of the
transaction are used. The resulting foreign currency translation adjustments are recognized in accumulated other
comprehensive loss included in the consolidated statements of shareholders’ equity. Foreign currency transactions
are translated into the functional currency using exchange rates prevailing at the date of the transactions. At the end
of each reporting period, foreign currency denominated monetary assets and liabilities are translated to the functional
currency using the prevailing rate of exchange at the reporting period date. Gains and losses on translation of
monetary items are recognized in the consolidated statements of loss and comprehensive loss.
Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation,
the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is
considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income
(“OCI”) in the translation reserve.
(ii) Revenue
Media and content revenue
The Company generates media and content revenues primarily by delivering brand advertising, including
programmatic advertising. Brand advertising enhances users’ awareness of and affinity with advertisers’ products
and services, through videos, text, images, and other advertisements that run across various devices sites and
platforms as well as devices. A significant portion of advertising is delivered through programmatic channels, where
advertising inventory is bought and sold in real time through automated auctions facilitated by demand-side
platforms, supply-side platforms and ad exchanges. The programmatic advertising revenue arrangements may
involve multiple intermediaries. The Company has identified a third-party advertising monetization company as its
customer for the majority of programmatic advertising revenue. In this arrangement, the Company provides a stand-
ready performance obligation to make advertising units available to sell and display on web properties. The
performance obligation is satisfied through a series of identical but distinct performance obligations over time, which
occur each time the ad is displayed. Revenues from other digital advertising is recognized when the user views the
advertisement for a specified period of time or based on the number of times an advertisement is displayed.
Brand advertising revenue is also earned from talent management and representation. Within brand advertising
revenue, the Company generates revenue through programs and promotions directly with advertisers on behalf of
the talent it represents, by arranging for product placement, presentation, or additional advertisement of brands
embedded directly within or around the video and social media content that is produced by the represented talent.
This brand advertising revenue is recognized over time, using an output method, upon fulfillment of contractual
campaigns based on the number of advertising units utilized.
Subscription revenue
The Company generates recurring subscription revenue from subscriptions to websites and casual games. Revenue
is recognized ratably over the contractual subscription term as control of the goods or services is transferred to the
customer, beginning on the date that the subscription is made available to the customer.

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
8

3. Material accounting policies (continued)
(ii) Revenue (continued)
Events/Entertainment revenue
The Company generates revenue through ticket sales and sponsorships during its exhibition events. The exhibition
events are short in duration ranging from three to four days. The Company records revenue from ticket sales and
sponsorships once the event is held and the performance obligation is met.
Esports revenue
The Company earned brand advertising revenue by undertaking programs and promotions directly with advertisers
by arranging for product placement, presentation, or additional advertisement of brands embedded directly within
or around video content that is produced by Luminosity influencers and teams. This brand advertising revenue was
recognized over time, using an output method, upon fulfillment of contractual campaigns.
The Company earned prize revenue from its winnings from various esports tournaments and competitions that
Luminosity teams entered into. Prize revenue was recognized once the competition ended.
The Company earned league fees from Luminosity teams being participants in certain various esports leagues. These
fees were recognized over the term of the participation in the league.
The Company earned revenue on physical and digital merchandise that it sold through its websites and video games.
Revenue was recognized when the products were shipped or digital products had been redeemed.
Gross versus net revenue
When another party is involved in providing goods or services to a customer, the Company evaluates whether it acts
as principal or agent under the specific terms of each contract. To the extent that the Company acts as the principal
in an arrangement, revenues are reported on a gross basis; revenue and expenses are recognized in their respective
financial statement line items. Conversely, if the Company acts as the agent, revenues are reported on a net basis;
revenues are presented net of any expenses.
Determination of principal or agent classification is based on an evaluation of whether the nature of the Company’s
promise is a performance obligation to provide specific goods or services to the customer (principal), or simply
arrange for those goods and services to be provided to the customer by a third party (agent). The most significant
factors to consider include whether the Company controls the good or service immediately before it is transferred to
the customer, is primarily responsible for fulfilling the promise to provide the specified good or service, has
inventory risk before transferring the specified good or service, and has discretion in establishing prices for the
specified good or service.
(iii) Contract liabilities
Contract liabilities represent the portion of goods or services to be transferred to the customer for the contractual
subscription term remaining as of the period-end date, the portion of goods to services to be transferred to the
customer for performance and brand advertising invoicing in excess of delivery as of the period-end date and
amounts received in advance of live entertainment events to be held as of the period-end date.
(iv) Investment in associates and joint ventures
An associate is an entity over which the Company has significant influence and is neither a subsidiary nor a joint
arrangement. The Company has significant influence when it has the power to participate in the financial and
operating policy decisions of the associate but does not have control or joint control over those policies. A joint
venture is a type of joint arrangement whereby the parties that have joint control of the contractual arrangement have
rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control. The Company accounts for its investments in associates and joint ventures using the equity
method.

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
9

3. Material accounting policies (continued)
(iv) Investment in associates and joint ventures (continued)
Under the equity method, the Company’s investments in associates and joint ventures are initially recognized at
cost, including transaction costs, and subsequently increased or decreased to recognize the Company’s share of net
earnings or losses of the associates and joint ventures after any adjustments necessary to give effect to uniform
accounting policies and for impairment losses after the initial recognition date. The Company’s share of earnings or
losses of the associates and joint ventures are recognized in net loss during the period. Unrealized gains and losses
on transactions between the Company and its associates and joint ventures are eliminated to the extent of the
Company’s interest in the associates and joint ventures.
The Company assesses if there are any indicators of impairment of the carrying amount of the investments in
associates and joint ventures at each reporting period. An impairment test is performed when there is objective
evidence of impairment, such as significant adverse changes in the external environment in which the associates and
joint ventures operates or a significant or prolonged decline in the fair value of the investment in associates and joint
ventures below its carrying amount. An impairment loss is recorded when the recoverable amount becomes lower
than the carrying amount.
(v) Share-based payments
The Company has a stock option plan for directors, officers, employees and consultants. Each tranche in an award
is considered a separate award with its own vesting period and grant date fair value. For employees and those
performing employee like services, the fair value of each tranche is measured at the date of grant using the Black-
Scholes option pricing model. For non-employees, the fair value of each tranche is measured based on the fair value
of the goods or services received, unless that fair value cannot be estimated reliably, in which case, the Company
measures their value based on the fair value of the equity instruments granted. Compensation expense is recognized
over the tranche’s vesting period based on the number of awards expected to vest with the offset credited to
contributed surplus. The number of awards expected to vest is reviewed quarterly with any impact being recognized
immediately.
If and when stock options are exercised, consideration received is credited to share capital and the fair value
attributed to these options is transferred from contributed surplus to share capital.
(vi) Warrants
All warrants issued under a unit financing arrangement are valued on the date of grant using the Black-Scholes
pricing model, net of related issuance costs.
In situations where warrants are issued in a debt financing arrangement, the proceeds are allocated between debt and
warrants based on the residual method. Under this method, the proceeds are first allocated to the fair value of the
debt using the valuation techniques and inputs outlined in Note 13 and any residual value is allocated to warrants,
net of transaction costs allocated to debt and warrants based on their respective pro-rata share of the proceeds. The
value assigned to warrants is included in warrants reserve.
If and when warrants are exercised, consideration received is credited to share capital and the fair value attributed
to these warrants is transferred from warrants reserve to share capital. Expired warrants are removed from warrants
reserve and credit directly to retained earnings or deficit.
When the terms of warrants are modified, the incremental fair value of the warrant modification is estimated using
the Black-Scholes option pricing model calculated as the excess of the fair value of the modified award over the fair
value of the original award immediately before its terms are modified. The incremental fair value of the warrants
modified is included in loss on derecognition of long-term debt in the consolidated statement of loss and
comprehensive loss.

Enthusiast Gaming Holdings Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
(Expressed in Canadian Dollars)
10

3. Material accounting policies (continued)
(vii) Income