Mr. Justin Kenna reports

GAMESQUARE ANNOUNCES SALE OF COMPLEXITY GAMING TO JASON LAKE AND GLOBAL ESPORTS PROPERTIES FOR US$10.36 MILLION

Gamesquare Holdings Inc. has sold its e-sports team NextGen Tech LLC, doing business as Complexity Gaming, to Global Esports Properties LLC, an investor group led by Complexity's founder and chief executive officer Jason Lake, for total consideration of $10.36-million (U.S.). Gamesquare and Complexity signed a membership interest purchase agreement dated as of March 1, 2024, and the transaction is anticipated to close shortly upon the satisfaction of a closing condition to receive TSX Venture Exchange approval for the transaction.

"Complexity is a leading e-sports organization that has experienced tremendous growth under Gamesquare's ownership, with annual sales increasing over 175 per cent and a 10 times increase in the number of aggregate social followers from 2021 to 2022. While it is bittersweet to sell Complexity, there is no one better suited to take over than Jason and his team," says Gamesquare CEO Justin Kenna. "The Complexity transaction follows the December, 2023, sale of our Frankly radio assets, as we continue to optimize our platform ahead of the pending acquisition of FaZe. Once the acquisition with FaZe closes, which is expected in the coming weeks, we are excited to get to work replicating the success we achieved with Complexity at FaZe. We believe this is a win/win for Complexity, Global Esports, Gamesquare, and the global e-sports leagues where Complexity and FaZe compete, as many leagues have rules around ownership of multiple teams. We look forward to rooting for Complexity and finding ways to continue to work with Jason and his team."

"This is an epic moment in the history of Complexity and we're grateful for this exciting opportunity," says Complexity founder and CEO Mr. Lake. "I'd like to thank the Jones and Goff families and everyone at Gamesquare for our years of successful collaboration. Together we've significantly grown Complexity's revenues and built a financially stable organization. It's now time to write the next chapter in our legendary story and I'm confident our loyal fans will greatly enjoy the years ahead."

Under the terms of the membership interest purchase agreement, Global Esports has agreed to pay Gamesquare an aggregate of approximately $10.36-million (U.S.) for Complexity's assets and intellectual property, including Complexity's e-sports team. Global Esports will pay Gamesquare $750,000 (U.S.) upon closing of the transaction. In addition, Gamesquare and Global Esports have entered into a three-year seller-financed note of approximately $9.61-million (U.S.), which accrues annual interest of 3 per cent to be paid to Gamesquare in a balloon payment at the end of the term. Gamesquare will also have the right to receive 50 per cent of the proceeds from any equity raised by Global Esports in excess of $500,000 (U.S.) that will be credited against the outstanding principal balance of the seller financed note.

As announced on Jan. 2, 2024, Gamesquare entered into a principal $5.8-million (U.S.) convertible note. The convertible debenture is convertible at the holder's option into common shares of Gamesquare at a price of $5 (U.S.) per share. As requested by the TSX Venture Exchange, Gamesquare confirms that the anti-dilution provisions in the convertible debenture are subject to a $3 (U.S.) floor price.

About Gamesquare Holdings Inc.

Gamesquare Holdings 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 e-sports audiences; Cut+Sew (Zoned), a gaming and lifestyle marketing agency, United States; Code Red Esports Ltd., a United Kingdom-based e-sports 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.

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