Mr. Justin Kenna reports

GAMESQUARE ANNOUNCES COMPLETION OF FAZE CLAN ACQUISITION

Gamesquare Holdings Inc. has completed its merger with FaZe that was originally announced on Oct. 20, 2023. As a result of the merger, and effective as of the close of trading on March 8, 2024, FaZe's common stock and FaZe warrants will cease trading.

As a combined company, Gamesquare has become one of the largest gaming and e-sports organizations in the world based on the company's audience reach of one billion. In addition, the company is focused on revolutionizing the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha and Millennial audiences through a purpose-built, next-generation media platform that includes award-winning marketing and creative services, data and analytics solutions, and FaZe Clan, one of the most prominent and influential gaming organizations in the world.

Justin Kenna, chief executive officer of Gamesquare, stated: "On behalf of everyone at Gamesquare and FaZe, we are thrilled to announce the successful culmination of our merger, marking a significant milestone in our journey to revolutionize the gaming and media landscape. This strategic alliance strengthens our position across global industries, amplifies our ability to connect brands with elusive and influential youth audiences, and unlocks even more opportunities to support our partners with cutting-edge technology. Together, we will seek to redefine the future of e-sports and gaming by leveraging our combined expertise to pursue opportunities for growth and innovation. Our commitment remains unwavering as we aim to lead the way in shaping the ever-evolving intersection of gaming, media, and brand engagement."

"We are excited to complete the merger with Gamesquare as together we have created a leading organization focused on gaming and youth culture," stated Paul Hamilton, director of FaZe. "On behalf of everyone at FaZe we are excited by the opportunities we are pursuing together to create value for our shareholders."

Throughout 2023, FaZe has been focused on reducing costs and driving efficiencies. As a result, FaZe removed approximately $31-million of annualized operating costs in the 2023 third quarter compared with the 2022 fourth quarter. FaZe expects to remove approximately $15-million of additional annualized costs during 2024.

Mr. Kenna continued: "The combination of Gamesquare and FaZe strengthens our go-forward competitive advantage in a fluid advertising and e-sports market -- especially as brands continue taking a more focused approach allocating ad dollars. Despite the short-term impact of these market trends on our results, we are confident that our purpose-built platform supports compelling growth opportunities in 2024 and beyond. In addition, we are committed to reducing costs, enhancing gross margin and creating a profitable enterprise. We are excited by Gamesquare's trajectory. Our highly committed teams reflect a unique blend of young Internet natives alongside seasoned business leaders that are committed to creating value for global gaming fans, youth audiences and our brand partners. As a result, we expect 2024 will be a transformational year for Gamesquare and our shareholders."

Driving engagement through leading, end-to-end capabilities

Combined, Gamesquare and FaZe have created a next-generation media company that connects global brands with hard-to-reach audiences, which enhances Gamesquare's growth potential by increasing brand opportunities across the company's combined product offerings. As a result of the merger, Gamesquare has an engaged global fan base and an audience reach of over one billion across its media network and roster of creators, with a core focus on 13-to-34-year-old audiences and supported by over 100 personalities.

The company's innovative platform includes: award-winning marketing and media services; FaZe's top-ranked e-sports franchises; cutting-edge creative services, including traditional production and emerging world-building experiences; and data and technology capabilities dedicated to global gaming and influencer markets. The combined company will benefit from some of the biggest names in gaming culture with a roster of talent including Ninja, TimTheTatman, Max Holloway, Trevon Diggs, FaZe Banks, FaZe Temperrr, FaZe Apex, FaZe Nickmercs, FaZe Rug, FaZe Swagg and many more. In addition, management believes there are significant revenue synergies and recurring revenue opportunities going forward, as Gamesquare drives value to dozens of leading global brand partners including Porsche, Nike, Jack in the Box, Xfinity, Miller Lite and GHOST.

Private placement

The company also closed its non-brokered private placement, initially announced on Oct. 20, 2023, of units, comprising shares of common stock and warrants, as described in the company's proxy circular for the special meeting. Pursuant to the private placement, a total of 7,194,244 units of the company were issued at a price of $1.39 (U.S.) per unit, for gross proceeds of $10-million (U.S.). Each unit consists of one common share of the company and 0.15 of a common share purchase warrant of the company, resulting in a total of 1,079,136 warrants being issued. Each whole warrant is exercisable for one common share at an exercise price of $1.55 (U.S.) per warrant for a period of five years from the closing date of the private placement.

The shares of common stock issued pursuant to the private placement are subject to a four-month hold period under Canadian securities laws expiring four months following the closing date for the private placement.

The company had previously entered into a backstop agreement with Goff Jones Strategic Partners LLC (formerly known as Goff & Jones Lending Co LLC) to purchase common stock to ensure the private placement was fully subscribed. The backstop agreement was originally announced on Oct. 20, 2023. A total of $6-million (U.S.) was issued to Goff Jones in connection with the backstop agreement.

The private placement constituted a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions as a result of the participation of certain insiders pursuant to the backstop agreement and otherwise. The company was exempt from seeking a formal valuation pursuant to Section 5.5(c) of MI 61-101. The private placement received the requisite minority approval at the special meeting in accordance with MI 61-101.

Net proceeds of the private placement will be used to support the FaZe merger, other growth initiatives and general corporate purposes.

Redomestication

As part of the transaction and as previously announced by the company and approved at the recent special meeting of shareholders of Gamesquare, the company completed a redomestication of the company from British Columbia to Delaware.

Shares outstanding

As a result of the FaZe merger and private placement, there will be approximately 30.3 million common shares outstanding. Using Gamesquare's March 6, 2024, closing price of $1.55 (U.S.), the pro forma market capitalization of the company amounts to approximately $47-million (U.S.).

Inducement awards

In connection with the acquisition of FaZe, an aggregate of 909,490 restricted share units (RSUs) will be issued to three of the founders of FaZe, representing a total of 3 per cent of the issued and outstanding shares of common stock of the company, all as further described in the proxy circular for the special meeting.

Advisers

Oak Hills Securities Inc. served as Gamesquare's exclusive financial adviser and BakerHostetler and Blake, Cassels & Graydon LLP are its legal advisers. FaZe's legal adviser is Sullivan & Triggs LLP. Current Capital Securities LLC rendered a fairness opinion to the board of directors of FaZe in connection with the transaction.

About Gamesquare Holdings Inc.

Gamesquare's mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha and Millennial audiences. Its next-generation media, entertainment and technology capabilities drive compelling outcomes for creators and maximize its brand partners' return on investment. Through the company's purpose-built platform, Gamesquare provides award-winning marketing and creative services, offers leading data and analytics solutions, and amplifies awareness through FaZe Clan, one of the most prominent and influential gaming organizations in the world. With an audience reach of one billion digitally native consumers across its media network and roster of creators, Gamesquare is reshaping the landscape of digital media and immersive entertainment. Gamesquare's largest investors are Dallas Cowboys owner Jerry Jones and the Goff family.

Early warning reporting

The following disclosure is provided pursuant to National Instrument 62-103 -- The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the requirements related to the filing of an early warning report.

In accordance with the backstop agreement and concurrently with completion of the merger, Goff Jones subscribed for and purchased an aggregate of 4,316,546 units of Gamesquare for a purchase price of $1.39 (U.S.) per share and an aggregate purchase price of $6-million (U.S.), which units consisted of an aggregate of 4,316,546 shares of common stock of Gamesquare and 647,482 common share purchase warrants of Gamesquare shares, pursuant to a subscription agreement dated March 4, 2024.

Goff Jones is a limited liability company organized under the laws of the State of Delaware. The principal office address of Goff Jones is 500 Commerce St., suite 700, Fort Worth, Tex., 76102. In connection with Goff Jones's participation in the private placement, each of John Goff and Blue & Silver Ventures Ltd., through entities under their respective control or direction, as applicable, acquired ownership or control or direction, over 4,316,546 Gamesquare shares and 647,482 warrants. The Gamesquare shares and warrants subscribed for by Goff Jones in accordance with the private placement were acquired for investment purposes.

Immediately prior to the completion of the private placement, Mr. Goff owned, or had control or direction over, an aggregate of 1,378,624 Gamesquare shares, representing approximately 10.6 per cent of the outstanding Gamesquare shares, and 81,754 warrants (representing approximately 11.2 per cent of the outstanding Gamesquare shares on a partially diluted basis, assuming the exercise of the warrants over which Mr. Goff owns, or over which he has control or direction). Following the acquisition of the Gamesquare shares and warrants in accordance with the private placement and the completion of the merger, Mr. Goff owned, or had control or direction over, an aggregate of 5,695,170 Gamesquare shares, representing approximately 18.8 per cent of the outstanding Gamesquare shares following completion of the merger, and 729,236 warrants (representing approximately 21.2 per cent of the outstanding Gamesquare shares on a partially diluted basis, assuming the exercise of the warrants over which Mr. Goff owns, or over which he has control or direction). In accordance with applicable laws, Mr. Goff may from time to time and at any time, directly or otherwise, increase or decrease his ownership of Gamesquare shares and Mr. Goff reserves the right to acquire or dispose of any or all of its securities in accordance with applicable securities laws depending on market conditions, the business and prospects of Gamesquare, and other factors it may consider relevant. Mr. Goff is located at 500 Commerce St., suite 700, Fort Worth, Tex., 76102, United States.

Immediately prior to the completion of the private placement, Blue & Silver owned, or had control or direction over, an aggregate of 1,477,372 Gamesquare shares, representing approximately 11.4 per cent of the outstanding Gamesquare shares, 2,065 options exercisable into Gamesquare shares and 82,116 warrants (representing approximately 11.9 per cent of the outstanding Gamesquare shares on a partially diluted basis, assuming the exercise or settlement, as applicable, of the options, RSUs and warrants over which Blue & Silver owns, or over which it has control or direction). Following the acquisition of the Gamesquare shares and warrants in accordance with the private placement and the completion of the merger, Blue & Silver owned, or had control or direction over, an aggregate of 5,793,918 Gamesquare shares, representing approximately 18.9 per cent of the outstanding Gamesquare shares following completion of the merger, 2,065 options and 513,771 warrants (representing approximately 20.3 per cent of the outstanding Gamesquare shares on a partially diluted basis, assuming the exercise or settlement, as applicable, of the options, RSUs and warrants over which Blue & Silver owns, or over which it has control or direction). In accordance with applicable laws, Blue & Silver may from time to time and at any time, directly or otherwise, increase or decrease is ownership of Gamesquare and Blue & Silver reserves the right to acquire or dispose of any or all of its securities in accordance with applicable securities laws depending on market conditions, the business and prospects of Gamesquare, and other factors it may consider relevant. Blue & Silver is located at One Cowboys Way, suite 100, Frisco, Tex., 75034, United States.

Each of Mr. Goff and Blue & Silver will file an early warning report in respect of the foregoing under Gamesquare's profile on SEDAR+.

We seek Safe Harbor.