GameSquare Announces US$3.0 Million Private Placement Led by Goff Capital and the Jones Family and a New Strategic Investor to Further Strengthen the Company’s Shareholder Base

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Enhanced Liquidity Positions GameSquare for Continued Growth and Bolsters Our Investor Base with New Long Term Strategic Shareholders

TORONTO, ON / ACCESSWIRE / April 5, 2022 / GameSquare Esports Inc. (CSE:GSQ; OTCQB:GMSQF; FRA:29Q1) (“GameSquare“, or the “Company“), announces a fully subscribed US$3.0 million non-brokered private placement (the “Offering“). This capital injection along with the recently announced entry into a letter of intent for a US$5 million credit facility illustrates the strong support that the Company has from our largest investors, Goff Capital and the Jones Family, the owners of the Dallas Cowboys. Importantly, the private placement adds a new strategic investor, a New York based fund with large, long-term esports investments, to support our growth goals and objective to complete M&A transactions at significantly higher valuations. The Company expects to close the Offering and enter into a definitive agreement in respect of the credit facility later this week.

“Enhanced liquidity and the addition of a new strategic investor strengthens GameSquare and supports our growth agenda,” said Justin Kenna, CEO of GameSquare. “The backing of Goff Capital and the Jones Family with a meaningful investment from a new, long-term strategic investors provides us with the capital necessary to continue our path to profitability amid high revenue growth. Our profitable digital media agencies are a foundation for sustainable long-term growth as we build a leading, monetizable content creation business to complement the world-class teams within Complexity Gaming. With an audience of more than 220 million, we are well positioned to work with the largest brands in the world seeking to reach gaming and esports fans.”

“Gamesquare is executing on all fronts. We are incredibly excited about the future of esports and the role that it has taken on to shape the industry. We expect significant revenue growth going forward and are thrilled to continue to support the Company and team during these exciting times,” said Travis Goff of Goff Capital, Inc. and a member of the board of directors of GameSquare.

As highlighted in our recently published Letter to Shareholders, we pledged to bolster our shareholder base and today’s announcement is an important step toward achieving this commitment.

Details of the Offering

The Company has received, and accepted, irrevocable subscription agreements for an aggregate US$3.0 million to purchase common shares of the Company (the “Common Shares“) at a price of C$0.14 per Common Share. The subscription price will be paid in US dollars based on an agreed to Bank of Canada exchange rate. The net proceeds of the Offering are to be used to advance the business of GameSquare and for general corporate purposes. All of the Common Shares to be issued under the Offering will be subject to a hold period expiring four months and one day after the date of issuance. The completion of the Offering is conditional upon customary closing conditions.

Insiders of the Company subscribed for a total of US$2.0 under the Offering. Participation by insiders in the Offering would constitute a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“); however, the participation of such insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Common Shares subscribed for by the insiders, nor the consideration for the Common Shares to be paid by such insiders, would exceed 25% of the Company’s market capitalization.

The Common Shares offered under the Offering have not been registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act“), as amended, and the Common Shares issuable under the Offering may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares. The offering or sale of the Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About GameSquare Esports Inc.

GameSquare Esports Inc. is an international gaming and esports company headquartered in Toronto, Canada. The Company is seeking to acquire additional assets and entities serving the gaming and esports markets and, more broadly, in sports and entertainment. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, GCN, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA., NextGen Tech, LLC (dba as Complexity Gaming), a leading esports organization operating in the United States, and Swingman LLC (dba Cut+Sew and Zoned), a gaming and lifestyle marketing agency based in Los Angeles, USA.

Investor Relations

For further information, please contact Nikhil Thadani, Investor Relations for GameSquare Esports Inc.:

Kevin Wright, President and Chairman
Phone: (647) 670-2500

Nikhil Thadani
Email: [email protected]
Phone: (647) 670-2500

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 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: closing of the Offering, entering into a definitive agreement with respect to the credit facility, enhanced liquidity, continued growth and profitability of the Company; and the Company’s strategy, including to complete M&A transactions at higher valuations. These forward-looking statements are based on 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 ability to close the Offering and its timing, the Company being able to enter into a definitive agreement with respect to the credit facility and its timing, 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, close the Offering and enter into the credit facility, the Company successfully executing its growth strategy, 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 including impact of the COVID-19 pandemic and any variants. 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. 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.

Neither the Canadian Securities Exchange (“CSE“) nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: GameSquare Esports Inc.