GMBLP Esports Entertainment Group Inc

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JANUARY 26, 2023

GENERAL INFORMATION ABOUT THE PROXY

STATEMENT AND ANNUAL MEETING

General

This proxy statement (“Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Esports Entertainment Group, Inc. (the “Company,” “we” or “us”), for use at the 2022 Annual Meeting of the Company’s stockholders (the “Annual Meeting”) to be held virtually at www.virtualshareholdermeeting.com/GMBL2022 , on Thursday, January 26, 2023, at 10:00 a.m. Eastern Time, and at any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Whether or not you expect to attend the Annual Meeting, please vote your shares as promptly as possible to ensure that your vote is counted. It is contemplated that this Proxy Statement and the accompanying form of Proxy will first be mailed to the Company’s shareholders on or about December 29, 2022.

Revocability of Proxies

All Proxies which are properly completed, signed and returned prior to the Annual Meeting, and which have not been revoked, will be voted in favor of the proposals described in this Proxy Statement unless otherwise directed. A stockholder of record may revoke his, her or its Proxy at any time before it is voted either by delivering to the Secretary of the Company, at its principal executive offices located at Block 6, Triq Paceville, St. Julians, Malta, STJ 3109, a written notice of revocation or a duly-executed Proxy bearing a later date or by attending the Annual Meeting and voting during the meeting via the virtual meeting platform.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

Solicitation of Proxies

The Company will solicit stockholders by mail through its regular employees and will request banks and brokers and other custodians, nominees and fiduciaries, to solicit their customers who have stock of the Company registered in the names of such persons and will reimburse them for reasonable, out-of-pocket costs. In addition, the Company may use the service of its officers and directors to solicit proxies, personally or by electronic mail or telephone, without additional compensation.

Record Date

Stockholders of record at the close of business on December 22, 2022 (the “Record Date”), will be entitled to receive notice of, attend and vote at the Annual Meeting.

Voting Securities

As of December 22, 2022, there were 77,987,944 shares of Common Stock issued and outstanding. Stockholders are entitled to one vote for each share of Common Stock held by them. In addition, as of December 22, 2022, there were 100 shares of series B mirroring preferred stock (“Series B Preferred Stock”) issued and outstanding. The Series B Preferred Stock has voting rights on the reverse stock split (Proposal No. 6) equal to 25,000,000 common votes per share, provided that any votes cast by the Series B Preferred Stock with respect to Proposal No. 6 must be counted by the Company in the same proportion as the shares of common stock voted on this proposal. For example, if 50.5% of the shares of Common Stock voted by proxy or during the Annual Meeting are voted “FOR” Proposal No. 6, then the Company will count 50.5% of the votes cast (or votes) by the holder of the Series B Preferred Stock as votes “FOR” Proposal No. 6. Holders of Common Stock and Series B Preferred Stock will vote on the reverse stock split proposal as a single class.

Under our bylaws, the presence at the Annual Meeting or by proxy of the holders of thirty-three and 34/100 percent (33.34%) of all stock issued and outstanding and entitled to vote, present during the Annual Meeting or represented by proxy, is necessary to constitute a quorum at the Annual Meeting. In the absence of a quorum at the Annual Meeting, the Annual Meeting may be postponed or adjourned from time to time without notice, except as required by law, until a quorum is formed. For purposes of the quorum and the discussion below regarding the vote necessary to take stockholder action, stockholders of record who are present at the Annual Meeting or by proxy and who abstain, including broker non-votes (as described below), and brokers holding customers’ shares of record who cause abstentions to be recorded at the Annual Meeting, are considered stockholders who are present for purposes of determining the presence of a quorum.

Why am I being provided with these proxy materials?

We have delivered these proxy materials to you in connection with the solicitation by our Board of proxies for the matters to be voted on at our Annual Meeting and at any adjournment or postponement thereof.

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting. Please refer to information from your bank, broker or other nominee on how to submit your voting instructions.

What if other matters come up at the Annual Meeting?

As of the date of this Proxy Statement, we did not know of any matters to be properly presented at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting or any adjournment or postponement thereof for consideration, and you have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Voting of Proxies

All valid Proxies received prior to the Annual Meeting will be voted. The Board recommends that you vote by Proxy even if you plan to attend the Annual Meeting. You can vote your shares by Proxy via Internet, via telephone, or, if you request a paper copy of the proxy materials and receive a proxy card, by mail. To vote via Internet, go to www.proxyvote.com and follow the instructions. To vote by telephone, follow the instructions provided on the proxy card or voting card, as applicable. To vote by mail, fill out the enclosed Proxy, sign and date it, and return it in the enclosed postage-paid envelope to Broadridge Financial Solutions, Inc. Voting prior to the Annual Meeting will not limit your right to vote at the Annual Meeting if you attend the Annual Meeting and vote via the virtual meeting platform. However, if your shares are held in the name of a bank, broker or other holder of record, you must obtain a proxy executed in your favor, from the holder of record to be able to vote at the Annual Meeting.

Voting Procedures

Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions below. Choose the way to vote that is easiest and most convenient for you, and cast your vote as soon as possible.

Uninstructed Shares

All Proxies that are executed or are otherwise submitted over the Internet or by telephone will be voted on the matters set forth in the accompanying Notice of Annual Meeting of Stockholders in accordance with the instructions set forth therein. However, if no choice is specified on a Proxy as to one or more of the proposals, the Proxy will be voted in accordance with the Board’s recommendations on such proposals as set forth in this Proxy Statement.

Votes Required to Approve a Proposal

Under our bylaws, the holders of thirty-three and 34/100 percent (33.34%) of all stock issued, outstanding and entitled to vote at a meeting, present at the Annual Meeting or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting. Shares of Common Stock and Series B Preferred Stock represented at the Annual Meeting or by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the Annual Meeting may be adjourned until a quorum is obtained.

If you are the beneficial owner of shares held in “street name” by a broker, then the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, then the broker will be entitled to vote the shares with respect to “discretionary” items (such as Proposal No. 2) but will not be permitted to vote the shares with respect to “non-discretionary” items (all other proposals in this Proxy Statement, in which case, each share will be treated as a “broker non-vote”).

The following votes are required for approval of the proposals being presented at the Annual Meeting:

Proposal No. 1: Election of Directors. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN” nominees noted by you on the appropriate portion of your Proxy or voting instruction card. At the Annual Meeting, four directors are to be elected, which number shall constitute four of the total five seats of our Board, to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Pursuant to our bylaws, as amended, directors are to be elected by a plurality. This means that the four candidates receiving the highest number of affirmative votes at the Annual Meeting will be elected as directors. Proxies cannot be voted for a greater number of persons than the number of nominees named or for persons other than the named nominees. Abstentions and votes against will not be deemed a vote with respect to the director nominee indicated and will have no impact on the election of directors although it will be counted for the purposes of determining whether there is a quorum. Broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 2: Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the shares of Common Stock cast at the Annual Meeting or by proxy is required for the approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 3: To ratify the selection of Marcum LLP (formerly Friedman LLP) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the shares of Common Stock cast at the Annual Meeting or by proxy is required for the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the current fiscal year. Abstentions will have no effect on the outcome of this proposal. There will be no broker non-votes with respect to this proposal.

Proposal No. 4: To approve the potential issuance of an excess of 19.99% of our outstanding Common Stock, par value $0.001 per share, upon the conversion of the Company’s outstanding Senior Convertible Note. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the shares of Common Stock cast at the Annual Meeting or by proxy is required for the approval of the potential issuance of in excess of 19.99% of outstanding Common Stock upon the conversion of the Senior Convertible Note. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 5: To approve the potential issuance of our outstanding Common Stock upon the conversion of a new perpetual convertible preferred stock to be issued in exchange for the Senior Convertible Note as part of the Company’s approved plan of compliance with the Nasdaq Listing Rules. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the shares of Common Stock cast at the Annual Meeting or by proxy is required for the approval of the Perpetual Convertible Preferred Stock Proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal No. 6: To approve a reverse stock split of the Common Stock at a ratio of not less than one-for-twenty (1-for-20) and not more than one-for-one-hundred (1-for-100), with our Board of Directors having the discretion as to the exact ratio of any reverse stock split to be set within the above range, without a corresponding reduction in the total number of authorized shares of Common Stock and to be in effect no later than the earlier of the next Annual Meeting or the anniversary of this year’s Annual Meeting. Votes may be cast: “FOR,” “AGAINST” or “ABSTAIN.” The affirmative vote of the holders of shares of Common Stock representing a majority of the voting power of all issued and outstanding Common Stock is required for the approval of the authorization of the Board to effect a reverse stock split while maintaining the Company’s authorized shares of common stock. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal as they will not be counted toward reaching a majority of the issued and outstanding shares. The Series B Preferred Stock is voted in proportion to the Common Stock vote for this proposal.

Tabulation and Reporting of Voting Results

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The Company will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days from the date of the Annual Meeting.

This proxy statement, the accompanying proxy card and our Annual Report to stockholders were first made available to stockholders on or about December 28, 2022, by way of our definitive proxy filing.

A copy of our Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the SEC, except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109, Attention: Secretary.

Proxy Materials Are Available on the Internet

The Company uses the Internet as a means of furnishing proxy materials to stockholders. We are sending our stockholders instructions on how to access the proxy materials online at www.proxyvote.com or request a printed copy of materials and how to submit a Proxy electronically using the Internet.

Stockholders may follow the instructions to elect to receive future proxy materials in print by mail or electronically by email. We encourage stockholders to take advantage of the availability of the proxy materials online to reduce environmental impact and mailing costs.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have made these proxy materials available to you on the Internet because the Board is soliciting your Proxy to vote at the Annual Meeting. According to our records, you were a stockholder of the Company as of the end of business on December 22, 2022.

You are invited to attend the Annual Meeting to vote on the proposals described in this Proxy Statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may vote by the Internet, or, if you request a paper copy of the proxy materials and receive a proxy card, by telephone or mail.

The Company intends to mail the proxy materials on or about December 29, 2022, to all stockholders of record on the Record Date entitled to vote at the Annual Meeting.

What is the proxy card?

If you received a printed set of the proxy materials, the proxy card enables you to appoint Jan Jones Blackhurst, Chair of the Board of Directors, or Lydia Roy, Group General Counsel and Compliance, Corporate Secretary, as your representative at the Annual Meeting. By completing and returning a proxy card, you are authorizing Jan Jones Blackhurst or Lydia Roy to vote your shares at the Annual Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual Meeting.

When and where is the Annual Meeting being held?

The Annual Meeting will be held on Thursday, January 26, 2023, commencing at 10:00 a.m., Eastern Time, virtually at www.virtualshareholdermeeting.com/GMBL2022. You or your proxy holder will be able to participate and vote, by visiting the meeting link above and entering the control number on the proxy card or notice of the meeting you received. You are not required to register before the meeting starts. Stockholders participating in the virtual meeting will be in a listen-only mode and will not be able to speak during the live audio webcast. However, in order to maintain the interactive nature of the meeting, virtual attendees are able to vote and submit questions or comments to the Company’s officers and directors during the meeting via the online meeting website.

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on December 22, 2022, will be entitled to vote at the Annual Meeting.

On the Record Date, there were 77,987,944 shares of Common Stock outstanding and entitled to vote and there were 100 shares of Series B Preferred Stock outstanding that have voting rights on the reverse stock split proposal (Proposal No. 6).

The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Check-in will begin one-half hour prior to the Annual Meeting. Please allow ample time for the check-in procedures.

Stockholder of Record: Shares Registered in Your Name

If on December 22, 2022, your shares were registered directly in your name with Esports Entertainment Group, Inc.’s transfer agent, VStock Transfer, LLC, then you are a stockholder of record. As a stockholder of record, you may vote during the Annual Meeting using the virtual meeting platform, vote by the Internet or, if you request a paper copy of the proxy materials and receive a proxy card, by telephone or mail. Whether or not you plan to attend the Annual Meeting, we urge you to vote.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on December 22, 2022, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, rather than in your name, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

The following matters are scheduled for a vote:

The Board is not currently aware of any other business that will be brought before the Annual Meeting.

How do I vote?

Please see Voting Procedures on page 2.

How many votes do I have?

On each matter to be voted upon, owners of Common Stock have one vote for each share of Common Stock as of the Record Date. The Series B Preferred Stock has 25,000,000 votes for each share of Series B Preferred Stock as of the Record Date.

What is a quorum for purposes of conducting the Annual Meeting?

The presence, at the Annual Meeting or by proxy, of the holders of thirty-three and 34/100 percent (33.34%) of all stock issued and outstanding and entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. As there were 2,577,987,944 shares of voting power from the issued and outstanding shares of Common Stock and Series B Preferred Stock entitled to vote as of the Record Date, the quorum for the Annual Meeting is 859,501,181 shares. If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote thereat, present at the Annual Meeting or by proxy, may adjourn the Annual Meeting from time to time without notice or other announcement, except as required by law, until a quorum is present or represented.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted “FOR” the election of the directors (Proposal No. 1), “FOR” approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), “FOR” ratification of the selection of Marcum LLP (formerly Friedman LLP) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 (Proposal No. 3), “FOR” the approval of the potential issuance of an excess of 19.99% of our outstanding Common Stock, par value $0.001 per share, upon the conversion of the Company’s outstanding Senior Convertible Note (Proposal No. 4), “FOR” the approval of the potential issuance of our outstanding Common Stock upon the conversion of a new perpetual convertible preferred stock to be issued in exchange for the Senior Convertible Note, as part of the Company’s approved plan of compliance with the Nasdaq Listing Rules (Proposal No. 5), “FOR” the approval of a reverse stock split of the Company’s common stock at a ratio of not less than one-for-twenty (1-for-20) and not more than one-for-one-hundred (1-for-100), with our Board of Directors having the discretion as to the exact ratio of any reverse stock split to be set within the above range and without a corresponding reduction in the total number of authorized shares of common stock and to be in effect no later than the earlier of the next Annual Meeting or the anniversary of this year’s Annual Meeting (Proposal No. 6), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the Annual Meeting and all adjournments and postponements thereof; and if any other matter is properly presented at the Annual Meeting, your proxy holder (the individual named on your proxy card) will vote your shares using his best judgment.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares “FOR” the election of the directors (Proposal No. 1), “FOR” approval, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (Proposal No. 2), “FOR” ratification of the selection of Marcum LLP (formerly Friedman LLP) as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023 (Proposal No. 3), “FOR” the approval of the potential issuance of an excess of 19.99% of our outstanding Common Stock, par value $0.001 per share, upon the conversion of the Company’s outstanding Senior Convertible Note (Proposal No. 4), “FOR” the approval of the potential issuance of our outstanding Common Stock upon the conversion of a new perpetual convertible preferred stock to be issued in exchange for the Senior Convertible Note, as part of the Company’s approved plan of compliance with the Nasdaq Listing Rules (Proposal No. 5), “FOR” the approval of a reverse stock split of the Common Stock at a ratio of not less than one-for-twenty (1-for-20) and not more than one-for-one-hundred (1-for-100), with our Board of Directors having the discretion as to the exact ratio of any reverse stock split to be set within the above range, without a corresponding reduction in the total number of authorized shares of Common Stock, and to be in effect no later than the earlier of the next Annual Meeting or the anniversary of this year’s Annual Meeting (Proposal No. 6), and “FOR” approval of any adjournment of the Annual Meeting, if necessary or appropriate, to transact such other business as may properly come before the Annual Meeting and all adjournments and postponements thereof. If no choice is specified on your Proxy as to one or more of the proposals, the Proxy will be voted in accordance with the Board’s recommendations on such proposals as set forth in this Proxy Statement.

Who is paying for this proxy solicitation?

We will bear the cost of mailing and solicitation of proxies. Proxies may be solicited by mail or personally by our directors, officers or employees, none of whom will receive additional compensation for such solicitation. Those holding shares as of record for the benefit of others, or nominee holders, are being asked to distribute proxy soliciting materials to, and request voting instructions from, the beneficial owners of such shares. We will reimburse nominee holders for their reasonable out-of-pocket expenses.

What does it mean if I receive more than one Proxy Statement and annual report or Notice of Internet Availability, as applicable?

If you receive more than one Proxy Statement and annual report, your shares may be registered in more than one name or in different accounts. Please submit a vote for each Proxy Statement and annual report received to ensure that all of your shares are voted.

I share the same address with another Esports Entertainment Group, Inc. stockholder. Why has our household only received one Proxy Statement and annual report or Notice of Internet Availability, as applicable?

The SEC’s rules permit us to deliver a single Proxy Statement and annual report or Notice of Internet Availability, as applicable, to one address shared by two or more of our stockholders. This practice, known as “householding,” is intended to reduce the Company’s printing and postage costs. We and some brokers have delivered only one Proxy Statement and annual report or Notice of Availability, as applicable, to stockholders who share a single address, unless we or the applicable broker received contrary instructions from any stockholder at that address. However, any stockholder residing at the same address who wishes to receive a separate copy of the Proxy Statement and annual report or Notice of Availability, as applicable, may make such a request by notifying the broker or Broadridge Financial Solutions, Inc. at 866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717 if the shares are held in a brokerage account or us if the shares are registered shares. Stockholders can notify us by sending a written request addressed to Attn: Secretary, Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109 or by calling us at (862) 234-5955.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of elections appointed for the Annual Meeting, who will separately count “FOR,” “AGAINST” and “ABSTAIN” votes, and broker non-votes.

Is my vote kept confidential?

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except:

Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to the Company’s management and the Board.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed after the Annual Meeting.

CORPORATE GOVERNANCE

Board of Directors

Set forth below are the names of and certain biographical information about each member of our Board as of December 28, 2022. The information presented includes each director’s principal occupation and business experience for the past five years and the names of other public companies of which he or she has served as a director during the past five years.

The Board, upon the recommendation of our Nominating and Corporate Governance Committee, has nominated: Jan Jones Blackhurst, Damian Mathews, Alan Alden, and Chul Woong Lim for election as directors, each to hold office until their successors are elected and qualified or until their earlier resignation or removal. As noted in Form 8-K filed October 21, 2022, Kaitesi Munroe submitted her resignation from her position as an Independent Director of the Company and its Nominating and Corporate Governance and Compensation Committees, effective October 17, 2022. Additionally, as noted in Form 8-K filed November 3, 2022, John Brackens resigned as Director effective October 31, 2022, to ensure the Company would remain in compliance with the Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board of Directors to be comprised of Independent Directors, following the resignation of Kaitesi Munroe. No nominee recommendations were received by the Nominating and Corporate Governance Committee from any stockholder or group of stockholders who beneficially own more than five percent of our Common Stock.

There are currently five authorized Board seats with one vacancy resulting from the resignation of our former Board member Grant Johnson on December 23, 2022. The Board has only nominated four individuals to fill the five board seats at this meeting.

The following noteworthy experience, qualifications, attributes and skills for each Board member, together with the biographical information for each person described below, led to our conclusion that the person should serve as a director in light of our business and structure:

Jan Jones Blackhurst

Ms. Jones Blackhurst served as a director of Caesars Entertainment, Inc. (Nasdaq: CZR) since October 2019. Ms. Jones Blackhurst served as Executive Vice President, Public Policy and Corporate Responsibility of Caesars from May 2017 through September 2019. Ms. Jones Blackhurst also served as Executive Vice President of Communications and Government Relations of Caesars from November 2011 until May 2017 and as Senior Vice President of Communications and Government Relations of Caesars from November 1999 to November 2011. Ms. Jones Blackhurst has over 20 years of experience in the gaming industry and has played a key role in innovating responsible gaming programs that are now used throughout the industry. Ms. Jones Blackhurst serves as the Chairwoman of the Public Education Foundation and as Chief Executive-In-Residence of the UNLV International Gaming Institute. Ms. Jones Blackhurst became Executive Director, UNLV Black Fire Leadership Initiative January 2021. Since February 2021, Ms. Jones Blackhurst has served as a director of Gaming & Hospitality Acquisition Corp. Prior to joining Caesars, Ms. Jones Blackhurst served two terms as Mayor of Las Vegas, from 1991 until 1999.

Damian Mathews

Mr. Mathews has been the Chief Financial Officer of the Company since April 2022, adding the role of Chief Operating Officer in June 2022. Mr. Mathews has been a member of the Board of Directors since June 2020 serving as Audit Committee Chair prior to his appointment as Chief Financial Officer. Mr. Mathews combines over 25 years of experience in senior finance positions within investment management, banking and accounting. Previously, he had been involved with the Qatar and Abu Dhabi Investment Company (a sovereign wealth fund owned investment company) as Chief Financial Officer 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.

Alan Alden

Mr. Alden has been a specialist in advising remote gaming companies located in Malta since 2000, when he advised the first remote gaming companies as the Senior Manager of Enterprise Risk Services at Deloitte & Touche (Malta). In 2006, Mr. Alden established Kyte Consultants Ltd, a company that specialized in the remote gaming and payment card sectors, to assist companies located in Malta. In 2009, Mr. Alden became a founding director in Contact Advisory Services Ltd, a licensed Company Service Provider (CSP) that offers a complete service to its customers, from company incorporation, to licensing for gaming and financial institutions. Since 2010, Mr. Alden has served as the General Secretary of the Malta Remote Gaming Council. Mr. Alden is a Certified Information Systems Security Professional (“CISSP”) and a Certified Information Systems Auditor (“CISA”). Mr. Alden was also the founding President of the ISACA Malta Chapter between 2005 and 2008. In 2015, Mr. Alden became a Part Time Lecturer on IT Auditing at the University of Malta.

Chul Woong Lim

Since June 2018 Mr. Lim has been Director of Global Business for Loud Communications based in Seoul, South Korea. Between 2014 and 2018 Mr. Lim was the Secretary General of the International e-Sports Federation (IeSF) based in Seoul, South Korea where he was responsible for relations with 47 national federations, international sports authorities, and global partners, in addition to organizing and operating the eSports World Championship and other international esports tournaments. During 2010, Mr. Lim was Deputy Manager of Sports Marketing with FIRSONS Inc., a Seoul, South Korea based sports events marketing firm. Mr. Lim was one of our Directors between January 30, 2015 and October 26, 2016. Mr. Lim received a B.S. in Physical Education from Seoul National University.

We believe the following directors nominated for re-election at the Annual Meeting are qualified to serve for the following reasons:

Family Relationships

There are no family relationships between any of our directors or executive officers.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). To the Company’s knowledge, based solely on a review of reports furnished to it, for the year ended June 30, 2022, all of the Company’s officers, directors and ten percent holders have made the required filings.

Board Composition and Director Independence

Our Common Stock and warrants are listed on The Nasdaq Capital Market. Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s Board of Directors. In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning of the applicable Nasdaq rules. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act.

Currently, there are four individuals who make up our five-member Board of Directors. We have chosen to nominate only four members at the annual meeting so that a thorough search can be made and candidates can be evaluated for the board seat vacated by our former Board member, Grant Johnson. The directors elected at this meeting will serve until our next annual meeting or until their successors are duly elected and qualified. The Company defines “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Stock Market rules.

In making the determination of whether a member of the board is independent, our board considers, among other things, transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Related Party Transactions.” The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent. On the basis of such review and its understanding of such relationships and transactions, our board affirmatively determined that Alan Alden, Jan Jones Blackhurst, and Chul Woong Lim are qualified as independent and do not have any material relationships with us that might interfere with the exercise of independent judgment.

Board Committees

Our Board of Directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Each committee has its own charter, which is available on our website at www.esportsentertainmentgroup.com. Each of the board committees has the composition and responsibilities described below.

Members will serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Alan Alden, Jan Jones Blackhurst, and Chul Woong Lim are independent directors as that term is defined in Section 5605(a)(2) of the Nasdaq Stock Market rules.

The members of each committee are, as follows:

Audit Committee: Alan Alden, Jan Jones Blackhurst, and Chul Woong Lim with Mr. Alden serving as Chair of the Audit Committee.

Our Board has determined that the Company does not currently have an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K. As noted in the Company’s prior year proxy, the Board determined that Mr. Mathews was identified as an “audit committee financial expert”. Mr. Mathews is no longer able to serve in this capacity as he was appointed to the position of Chief Financial Officer at the Company effective April 2, 2022. The Company continues to search for a replacement for Mr. Mathews with the qualifications as defined in Item 407(d)(5) of Regulation S-K. At least one member of the Audit Committee has experience as a senior officer with financial oversight responsibilities.

Compensation Committee: Alan Alden, Jan Jones Blackhurst, and Chul Woong Lim. Ms. Jones Blackhurst serves as Chair of the Compensation Committee.

Nominating and Governance Committee: Alan Alden, Jan Jones Blackhurst, and Chul Woong Lim. Ms. Jones Blackhurst serves as Chair of the Nominating and Governance Committee.

Audit Committee

The Audit Committee oversees our accounting and financial reporting processes and oversee the audit of our consolidated financial statements and the effectiveness of our internal control over financial reporting. The specific functions of this Committee include, but are not limited to:

Compensation Committee

Our Compensation Committee assists the Board of Directors in the discharge of its responsibilities relating to the compensation of the Board of Directors and our executive officers.

The Committee’s compensation-related responsibilities include, but are not limited to:

Nominating and Corporate Governance Committee

The purpose of the Nominating and Corporate Governance Committee is to recommend to the board nominees for election as directors and persons to be elected to fill any vacancies on the board, develop and recommend a set of corporate governance principles and oversee the performance of the board.

The Committee’s responsibilities include:

The Nominating and Corporate Governance Committee may delegate any of its responsibilities to subcommittees as it deems appropriate. The Nominating and Corporate Governance Committee is authorized to retain independent legal and other advisors and conduct or authorize investigations into any matter within the scope of its duties.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics applicable to our principal executive, financial and accounting officers and all persons performing similar functions. A copy of that code is available on our corporate website at www.esportsentertainmentgroup.com. We expect that any amendments to such code, or any waivers of its requirements, will be disclosed on our website.

Board Diversity

We seek diversity in experience, viewpoint, education, skill, and other individual qualities and attributes to be represented on our Board of Directors. We believe directors should have various qualifications, including individual character and integrity; business experience; leadership ability; strategic planning skills, ability, and experience; requisite knowledge of our industry and finance, accounting, and legal matters; communications and interpersonal skills; and the ability and willingness to devote time to our company. We also believe the skill sets, backgrounds, and qualifications of our directors, taken as a whole, should provide a significant mix of diversity in personal and professional experience, background, viewpoints, perspectives, knowledge, and abilities. Nominees are not to be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability, or any other basis proscribed by law. The assessment of prospective directors is made in the context of the perceived needs of our Board of Directors from time to time.

All of our directors have held high-level positions in business or professional service firms and have experience in dealing with complex issues. We believe that all our directors are individuals of high character and integrity, are able to work well with others, and have committed to devote sufficient time to the business and affairs of our company. In addition to these attributes, the description of each director’s background set forth above indicates the specific qualifications, skills, perspectives, and experience necessary to conclude that each individual should continue to serve as a director of our company.

Board and Committee Meetings

Our Board of Directors held eleven formal board meetings, four formal Audit Committee meetings, and one formal Compensation Committee meeting during year ended June 30, 2022. Each director attended 75% or more of the aggregate of all meetings held by our Board and the Board committees on which he or she served during the year ended June 30,2022, with the exception of Ms. Munroe who was excused from attending certain meetings for personal reasons prior to her resignation from the Board effective October 17, 2022.

Board Leadership Structure and Board’s Role in Risk Oversight

Our Board has no policy with respect to the separation of the offices of Chief Executive Officer and Chair of the Board (“Chair”). It is the Board’s view that rather than having a rigid policy, it, with the advice and assistance of the Nominating and Corporate Governance Committee, and upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate.

The Company currently does not have a named Lead Independent Director; however, Ms. Jones Blackhurst, since her appointment to the Board on May 3, 2022, has served in a capacity similar to that of a Lead Independent Director, although has not formally been designated as such. On December 3, 2022, Ms. Jones Blackhurst was appointed as Chair of the Board of Directors and in this capacity performs the following activities in providing oversight at the

board-level:

Our Board plays an active role in the oversight of risks impacting our Company, and the management team is charged with managing such risks. Our Board works closely with management to ensure that integrity, security and accountability are integrated into our operations. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit Committee oversees the management of financial accounting and regulatory risks and is tasked with focusing on, and analyzing, risks related to cybersecurity and, for that purpose, receiving reports from management regarding cybersecurity risks and countermeasures being undertaken or considered by the Company to prevent information security incidents, detect unusual activity, and to be prepared to respond appropriately should an incident occur. The Nominating and Corporate Governance Committee is responsible for overseeing the risks associated with the independence of the Board and other corporate governance matters. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, our full Board is regularly informed regarding such risks through committee reports and otherwise.

Communications with the Board

The Board believes it is important for stockholders and others to have a process to send communications to the Board. Stockholders who wish to communicate with directors should do so by writing to Attn: Secretary, Esports Entertainment Group, Inc., Block 6, Triq Paceville, St. Julians, Malta, STJ 3109. The Secretary of the Company reviews all such correspondence and forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or Board committees or that she otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters will be brought to the attention of the Company’s Audit Committee.

Hedging and Pledging

We prohibit our officers and directors from hedging and pledging of our securities of the Company. Officers and Directors are prohibited from (i) engaging in any hedging transactions (including short-selling, options, puts, and calls, as well as derivatives such as swaps, forwards, and futures transactions) with respect to securities of the Company, and (ii) making or maintaining any pledges of securities of the Company or otherwise holding securities of the Company in a margin account.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.