GameSquare Esports Inc. and Engine Gaming & Media, Inc. Enter Definitive Arrangement Agreement - Seite 3

Under the Arrangement, Engine Gaming will issue to GameSquare shareholders 0.08262 Engine Gaming Shares in exchange for each GameSquare Share held (the "Exchange Ratio"). Based on the number of outstanding GameSquare Shares as of the date of this press release, it is expected that Engine Gaming will issue an aggregate of approximately 25,409,372 Engine Gaming Shares to GameSquare shareholders. All warrants, stock options and restricted share units of GameSquare will be exchanged for replacement warrants, stock options and restricted share units of Engine Gaming on identical terms, as adjusted in accordance with the Exchange Ratio and the Consolidation (as defined below), if applicable.

The Arrangement is anticipated to close in the first quarter of 2023. The completion of the Arrangement is subject to customary terms and conditions, including the following: approval of the Arrangement by Engine Gaming and GameSquare shareholders; court approval of the Arrangement; and, receipt of all required regulatory approvals, including acceptance by the TSXV.

Prior to closing of the Arrangement, Engine Gaming shall apply to list the post-closing Engine Gaming Shares on the Nasdaq and TSXV. There can be no assurances that Nasdaq or TSXV will accept such listing.

If required, in order to comply with policies of the Nasdaq, prior to or concurrently with closing of the Arrangement, Engine Gaming may consolidate the Engine Gaming Shares based on a consolidation ratio to be determined by Engine Gaming at such time (the "Consolidation").

Engine Gaming and GameSquare are arm's length.

Board Recommendations and Shareholder Approvals
The board of directors of each of Engine Gaming and GameSquare, after receiving financial and legal advice, have unanimously approved the Arrangement and recommend that their respective shareholders vote in favor of the Arrangement. Evans & Evans, Inc. has provided an opinion to the board of directors of GameSquare stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by the GameSquare Shareholders pursuant to the Arrangement is fair, from a financial point of view to the GameSquare Shareholders. Haywood Securities Inc. has provided an opinion to the board of directors of Engine Gaming stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view to the Engine Gaming Shareholders.