The TSX Venture Exchange has accepted for filing documentation in connection with Gamesquare Holdings Inc. and a plan of merger dated Oct. 19, 2023, between the company and an arm's-length party, Faze Holdings Inc. Pursuant to the merger agreement, a wholly owned subsidiary of the company merged with and into Faze, with Faze surviving the merger, such that following the merger, the surviving entity will continue as a wholly owned subsidiary of the company.

Under the terms of the merger agreement, the company acquired Faze for the following consideration:

1. Shareholders of Faze received 0.13091 company share in return for each share of Faze for a total of 10,132,951 common shares in the capital of the company;
2. Any cash in lieu of fractional common shares of the company, payable in accordance with the merger agreement;
3. Any dividends or other distributions to which the holder thereof becomes entitled to upon the surrender of such share of company common stock, payable in accordance with the merger agreement.

For further details, refer to the company's management information circular dated Feb. 1, 2024, which is available under the company's profile on SEDAR+, and the company's news releases dated March 8, 2024.

The company is classified as an arts entertainment and recreation company.

The exchange has accepted for filing the continuation of the company from the Province of British Columbia to the laws of the State of Delaware as approved by the shareholders of the company on Feb. 27, 2024. The company has advised the exchange that the change was effective March 7, 2024. For information about the rights of shareholders the laws of the State of Delaware, see the company's management information circular dated Feb. 1, 2024, which is available under the company's profile on SEDAR+.

In conjunction with the change in corporate jurisdiction, the Cusip number will be changed to 36468G 10 3 effective at the opening on Thursday, March 14, 2024.

Postamalgamation

Capitalization:  unlimited shares with no par value, of which 30,316,324 shares are issued and outstanding

Transfer agent:  Computershare Investor Services Inc.

Trading symbol:  GAME (no change)

Cusip No.:  36468G 10 3 (new)