GameSquare Announces Sale of Complexity Gaming to Jason Lake and Global Esports Properties for US$10.36 Million - Seite 2

Under the terms of the Membership Interest Purchase Agreement, Global Esports has agreed to pay GameSquare an aggregate of approximately US$10.36 million for Complexity's assets and intellectual property including Complexity's esports team. Global Esports will pay GameSquare US$0.75 million upon closing of the transaction. In addition, GameSquare and Global Esports have entered into a 3-year seller financed note of approximately US$9.61 million, which accrues annual interest of 3.0% to be paid to GameSquare in a balloon payment at the end of the term. GameSquare will also have the right to receive 50% of the proceeds from any equity raised by Global Esports in excess of US$500,000 that will be credited against the outstanding principal balance of the seller financed note.

As announced on January 2, 2024, GameSquare entered into a principal US$5.8 million convertible note (the "Convertible Debenture"). The Convertible Debenture is convertible at the holder's option into common shares of GameSquare at a price of US$5.00 per share. As requested by the TSX Venture Exchange, GameSquare confirms that the anti-dilution provisions in the Convertible Debenture are subject to a US$3.00 floor price.

About GameSquare Holdings, Inc.

GameSquare Holdings, Inc. (NASDAQ:GAME | TSXV:GAME) is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare's end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Cut+Sew (Zoned), a gaming and lifestyle marketing agency, USA, Code Red Esports Ltd., a UK based esports talent agency, Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform. Through the pending merger with FaZe Holdings, GameSquare will also operate one of the most prominent and influential gaming organizations in the world.

For more information visit www.gamesquare.com.

Forward-Looking Information
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian and United States securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to the receipt of the balance of the consideration for the sale of Complexity. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company being able to grow its business and being able to execute on its business plan, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the Company's ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company's portfolio across entertainment and media platforms, dependence on the Company's key personnel and general business, economic, competitive, political and social uncertainties. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company's most recent MD&A and other filings with applicable securities regulators. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.