GameSquare Esports Special Meeting Reminder

Rhea-AI Summary

GameSquare Esports Inc. (CSE:GSQ)(OTCQB:GMSQF) will hold a special shareholder meeting on March 8, 2023, to discuss a proposed arrangement with Engine Gaming and Media, Inc.. Shareholders are being asked to approve Engine's acquisition of all issued common shares of GameSquare in exchange for 0.08262 of an Engine common share. The meeting will be conducted virtually at 10:00 a.m. (Toronto time), with eligible voters being those on record as of January 23, 2023. Approval must meet specific voting thresholds, including a two-thirds majority from shareholders.

Positive

• Proposed arrangement could provide GameSquare shareholders with shares in a larger company.
• The meeting offers shareholders a chance to influence important corporate strategy.

Negative

• Acquisition terms may undervalue GameSquare's assets.
• Dependence on regulatory approvals adds uncertainty to the transaction.

TORONTO, ON / ACCESSWIRE / February 28, 2023 / GameSquare Esports Inc. (CSE:GSQ)(OTCQB:GMSQF)(FRA:29Q1) ("GameSquare", or the "Company"), reminds its shareholders ("Shareholders") of its special meeting of Shareholders (the "Meeting") to be held virtually on March 8, 2023. The Meeting has been called for Shareholders to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving the previously announced arrangement (the "Arrangement") involving the Company and Engine Gaming and Media, Inc. ("Engine"), pursuant to which Engine has agreed to acquire all of the issued and outstanding common shares of the Company (the "Common Shares") in exchange for 0.08262 of an Engine common share.

Details of the Meeting

The Meeting will be held as a virtual-only meeting conducted via live audio webcast on Wednesday, March 8, 2023 at 10:00 a.m. (Toronto time) at https://virtual-meetings.tsxtrust.com/1445. Shareholders of record as at the close of business on January 23, 2023 (the "Record Date") are entitled to vote at the Meeting.

GameSquare's Notice of Meeting, Management Information Circular and accompanying form of proxy and letter of transmittal (collectively, the "Meeting Materials") were mailed on February 14, 2023 to Shareholders of record as of the Record Date and are available on the Company's profile on SEDAR at www.sedar.com.

In order to become effective, the Arrangement will require approval by the Ontario Superior Court of Justice (Commercial List) and must be approved by: (i) at least two-thirds of the votes cast by Shareholders, (ii) a simple majority of the votes cast by holders of Common Shares, excluding for this purpose votes attached to Common Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transaction ("MI 61-101"), and (iii) a simple majority of the votes cast by holders of proportionate voting shares (the "PV Shares"), excluding for this purpose votes attached to PV Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101. As disclosed in the Management Information Circular, for purposes of the minority approval requirement of MI 61-101 in respect of the Common Shares all of the 2,898,000 Common Shares beneficially owned or over which control or direction is exercised by Mr. Kevin Wright, representing approximately 0.98% of the votes attaching to all of the issued and outstanding Common Shares, will be excluded in determining whether minority approval is obtained. For purposes of the minority approval requirement of MI 61-101 in respect of the PV Shares, no PV Shares will be excluded in determining whether minority approval is obtained.

About GameSquare Esports Inc.

GameSquare Esports Inc. is a vertically integrated, international digital media and entertainment company enabling global brands to connect and interact with gaming and esports fans. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, GCN, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA., NextGen Tech, LLC (dba as Complexity Gaming), a leading esports organization operating in the United States, Swingman LLC (dba ZONED), a gaming and lifestyle marketing agency based in Los Angeles, USA, Fourth Frame Studios, a multidisciplinary creative production studio, and Mission Supply, a merchandise and consumer products business. The Company is headquartered in Toronto, Canada.

Neither the Canadian Securities Exchange ("CSE") nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Media and Investor Relations - GameSquare

Paolo DiPasquale, Chief Strategy Officer
Phone: (216) 464-6400
Email: IR@gamesquare.com

Andrew Berger
Phone: (216) 464-6400
Email: IR@gamesquare.com

SOURCE: Gamesquare Esports Inc.

View source version on accesswire.com:
https://www.accesswire.com/741092/GameSquare-Esports-Special-Meeting-Reminder

FAQ

What is the date of the GameSquare Esports special shareholder meeting?

The special shareholder meeting for GameSquare Esports is on March 8, 2023.

What is being voted on in the GameSquare special meeting?

Shareholders will vote on a proposed arrangement for Engine Gaming to acquire all of GameSquare's common shares.

What is the acquisition offer for GameSquare shares?

Engine Gaming proposes to acquire GameSquare shares at a rate of 0.08262 of an Engine common share.

Who can vote at the GameSquare Esports shareholder meeting?

Shareholders of record as of January 23, 2023, are eligible to vote.

What approvals are required for the proposed acquisition of GameSquare?

The acquisition requires approval from shareholders and the Ontario Superior Court of Justice.