GMBL Esports Entertainment Group Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Damian Mathews to Chief Operating Officer

On May 27, 2023, the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company”) appointed Damian Mathews, a current member of the Board, to serve as the Company’s Chief Operating Officer (the “Appointment”), effective May 29, 2023 (the “Effective Date”).

Damian Mathews, 51, COO

Mr. Mathews has been a member of the Company’s Board of Directors since June 2020. Mr. Mathews was previously the Chief Financial Officer of the Company since April 2022, adding the role of Chief Operating Officer in June 2022. Mr. Mathews also served as Audit Committee Chair from June 2020 to April 2022. Mr. Mathews combines over 25 years of experience in senior operations and finance positions within investment management, banking and accounting. Prior to joining the Company, Mr. Mathews held the position of Group Chief Operating Officer for Auckland Real Estate until March 2022. Mr. Mathews also served as Chief Financial Officer for the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) from 2014 to 2020. From 2012 to 2014 he was a Director of his own consultancy business, NZ Pacific Investments, in New Zealand. From 2009 to 2012 he held senior management positions including General Manager Finance (New Zealand); Head of Finance and Operations Americas (United States); and Head of Change Management (Australia) at Commonwealth Bank of Australia Group. From 2007 to 2008 Damian was a Director in Product Control at ABN Amro bank in London. From 2002 to 2006 he held various senior financial controller positions at Royal Bank of Scotland Group in London. From 1998 to 2002 he was an Assistant Vice President at Credit Suisse First Boston investment bank in London and the Bahamas. From 1994 to 1998, he was an Assistant Manager at KPMG accountants in London. He has a joint honors undergraduate degree in Economics and Politics from the University of Bristol in the United Kingdom and is a fellow of the Institute of Chartered Accountants in England and Wales.

The Board believes that Mr. Mathews’ experience in global business operations and the gaming industry makes him ideally qualified to help lead the Company towards continued growth and success.

Compensatory Arrangements

In connection with the Appointment, the Company and Deel, Inc. entered into that certain master services agreement (the “Master Services Agreement”) whereby Mr. Mathews was hired to serve as a consultant to the Company, effective May 29, 2023.

The Master Services Agreement is for one year and may be terminated with or without cause, provided that, on such first anniversary of the Effective Date and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Master Services Agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of intent not to extend the term of the Master Services Agreement at least 90 days prior to the Renewal Date.

Pursuant to the Master Services Agreement, Mr. Mathews will receive an annual base salary of $280,000. Mr. Mathews shall be eligible to earn a performance bonus in such amount, if any, as determined in the sole discretion of the Board and will be eligible to participate in all of the Company’s benefit programs.

Item 5.02 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Master Services Agreement, and such description is qualified in its entirety by reference to the full text of the Master Services Agreement, which will be filed as an exhibit to the Company’s Form 10-K for the year ending June 30, 2023.