GameSquare Clarifies July 18, 2024 Form S-1 Filing

Form S-1 filed in normal course of business, and registers certain shares that have already been issued and outstanding

Insiders, including Chairman and CEO purchased stock in the open market in June 2024

FRISCO, TX / ACCESSWIRE / July 22, 2024 / GameSquare Holdings, Inc. (NASDAQ:GAME), ("GameSquare", or the "Company"), today clarified comments regarding its Form S-1 that was filed with the Securities and Exchange Commission ("SEC") on Thursday, July 18, 2024.

Justin Kenna, CEO of GameSquare stated, "The S-1 filing was issued in the normal course of business and we have no current plans to raise any additional equity financing. In fact, GameSquare has recently raised over $36 million of non-dilutive capital, raised $6.5 million of capital through a paid advance agreement with YA II PN, Ltd., a fund managed by Yorkville Advisors Global ("Yorkville"), and repaid the balance of our $5.7 million senior secured convertible note. As a result, we believe GameSquare has never been in a stronger financial position. In addition, we expect to achieve over $100 million in proforma revenue in 2024, as we focus on getting to scale, reducing expenses, and driving profitable growth. I am excited by the direction we are headed, and continue to buy shares when I can in the open market."

The Form S-1 was filed in the normal course of business, and registered 10,144,698 shares of common stock and 1,161,252 shares of common stock issuable upon the exercise of warrants that have already been issued associated with the March 2024 private placement and holdings of certain insiders for other historical private placements. Further, an additional 26 million shares were registered related to the July 2024 pre-paid advance agreement with Yorkville, as determined by use of the floor conversion price on the $6.5 million principal advance. The advance will convert into shares at a conversion price equal to the lower of (i) $1.375 (the "Fixed Price") or (ii) a price per share equal to 93% of the lowest daily VWAP during the seven consecutive trading days immediately prior to the conversion date (the "Variable Price"), but which Variable Price shall not be lower than the Floor Price then in effect. For illustration purposes, using a $1.00 per share conversion price would yield 6.5 million shares being issued to settle the prepaid advance.

GameSquare's insiders, including management and members of the board have no current intention of selling shares. In fact, members of the board and certain insiders participated in the March 2024 private placement, and certain insiders including GameSquare's Chairman and CEO have recently purchased shares in the open market, details of which can be found in Form 4 filings with the SEC.

Recent Transactions
Since the Company's inception in 2020, GameSquare has followed a two-pronged growth strategy focused on growing revenue organically by helping global brands reach esports, gaming, and youth audiences, and by pursuing acquisitions that add capabilities, increase scale, unlock cost savings, empower fans and creators, and drive value for shareholders.

As part of GameSquare's acquisition strategy and focus on profitability, GameSquare has divested certain non-core assets aimed at streamlining its business, adding non-dilutive capital, and prioritizing the Company's high-growth, high margin media, technology and esports assets. As a result, GameSquare has completed the following transactions and asset sales:

• In December 2023, sold non-core radio business assets for $3.4 million at a valuation of approximately 1.8x trailing 12-month revenue

• In March 2024, sold Complexity Gaming for total consideration of $10.4 million at a valuation of approximately 1.0x trailing 12-month revenue

• In May 2024, closed an $11 million investment into FaZe Media from Matt Kalish funding FaZe Media's business and adding a proven, strategic investor

• In June 2024, sold non-core content management software ("CMS") and PR distribution assets for a total consideration of $2.2 million at a valuation of approximately 1.4x trailing 12-month revenue

• In June 2024, sold a 25.5% interest in FaZe Media for $9.5 million, valuing the organization at approximately $40 million

• In July 2024, raised $6.5 million through a pre-paid advance agreement with Yorkville

• In July 2024, repaid the $5.7 million balance on its senior secured convertible note with King Street Partners LLC

About GameSquare Holdings, Inc.
GameSquare's (NASDAQ: GAME) mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha, and Millennial audiences. Our next generation media, entertainment, and technology capabilities drive compelling outcomes for creators and maximize our brand partners' return on investment. Through our purpose-built platform, we provide award winning marketing and creative services, offer leading data and analytics solutions, and amplify awareness through FaZe Clan, one of the most prominent and influential gaming organizations in the world. With one of the largest gaming media networks in North America, as verified by Comscore, we are reshaping the landscape of digital media and immersive entertainment. GameSquare's largest investors are Dallas Cowboys owner Jerry Jones and the Goff family.

To learn more, 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 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 Company's and FaZe Media Inc.'s future performance, revenue, growth and profitability; and the Company's and FaZe Media's ability to execute their business plans. 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's and FaZe Media's ability to grow their business and being able to execute on their business plans, 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. 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.

Corporate Contact
Lou Schwartz, President
Phone: (216) 464-6400
Email: ir@gamesquare.com

Investor Relations
Andrew Berger
Phone: (216) 464-6400
Email: ir@gamesquare.com

Media Relations
Chelsey Northern / The Untold
Phone: (254) 855-4028
Email: pr@gamesquare.com

SOURCE: GameSquare Holdings, Inc.