GameSquare (GAME) 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

GameSquare Holdings, Inc. (NASDAQ: GAME) 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

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