GameSquare Esports Inc. and Engine Gaming & Media, Inc. Enter Definitive Arrangement Agreement

Combination creates end to end digital media and technology platform connecting global brands with gaming and youth culture audiences

GameSquare Esports shareholders are expected to own approximately 60% of combined company, and Engine Gaming shareholders are expected to own approximately 40% of the combined company which will trade on the NASDAQ and TSX Venture Exchange under the ticker symbol GAME

TORONTO, ON and NEW YORK, NY / ACCESSWIRE / December 8, 2022 / GameSquare Esports Inc. (CSE:GSQ);(OTCQB:GMSQF);(FRA:29Q1) ("GameSquare"), a vertically integrated, international digital media and entertainment company focused on gaming and esports, and Engine Gaming and Media, Inc. ("Engine Gaming" or "Engine") (NASDAQ:GAME);(TSXV:GAME), a data-driven, gaming, media and influencer marketing platform company, today announced that they have entered into a definitive arrangement agreement (the "Arrangement") dated December 7, 2022 to combine their businesses via an all share deal, whereby each common share of GameSquare (a "Gamesquare Share") will be exchanged for 0.08262 Engine Gaming common shares (the "Engine Gaming Shares").

Following the all-share transaction, former GameSquare Esports shareholders are expected to own approximately 60% of the combined entity, and current Engine Gaming shareholders are expected to own approximately 40% of the combined entity on a fully diluted basis, and it is intended that the Engine Gaming Shares will continue to trade on the Nasdaq Stock Market (the "Nasdaq") and TSX Venture Exchange (the "TSXV") under the symbol "GAME." The combined entity will retain the "GameSquare" brand globally.

Justin Kenna is expected to lead the combined company as CEO and Lou Schwartz is expected to oversee the combined company's technology platforms, as President. In addition, Jerry Jones, owner of the Dallas Cowboys, and John Goff, Chairman and Founder of Goff Capital, Inc. will continue to be the largest investors of the combined entity. Representatives of the Jones Family and of Goff Capital will continue to hold significant board representation of the new company.

The combined company integrates GameSquare's award winning content, advertiser, and influencer businesses with Engine's market leading data, analytics, advertising and marketing technology platforms. The transaction creates a market leading, end-to-end platform with reach across esports, sports, influencer, publisher, and advertising networks for brands to connect with the increasingly difficult to reach youth culture audiences. The combined company will provide global brands and advertisers with solutions that develop innovative strategies to connect to youth audiences.