GameSquare Esports Inc. (CNSX:GSQ) entered into a non-binding letter of intent to acquire Engine Gaming and Media, Inc. (TSXV:GAME) in a reverse merger transaction on October 13, 2022. GameSquare Esports Inc. entered into a definitive arrangement agreement to acquire Engine Gaming and Media, Inc. for CAD 19.3 million in a reverse merger transaction on December 7, 2022. Engine Gaming will acquire all of the GameSquare Common Shares, whereby each common share of GameSquare will be exchanged for 0.08262 Engine Gaming common shares. Engine Gaming will issue an aggregate of approximately 25,409,372 Engine Gaming Shares to GameSquare shareholders. Following the all-share transaction, former GameSquare Esports shareholders are expected to own approximately 60% of the combined entity, and current Engine Gaming shareholders are expected to own approximately 40% of the combined entity on a fully diluted basis, and it is intended that the Engine Gaming Shares will continue to trade on the Nasdaq Stock Market and TSX Venture Exchange under the symbol “GAME.” The combined entity will retain the “GameSquare” brand globally. The officers of the combined entity are anticipated to be Justin Kenna as Chief Executive Officer (currently Chief Executive Officer of GameSquare), Lou Schwartz as President (currently Director, and Chief Executive Officer of Engine Gaming), Mike Munoz as Chief Financial Officer (currently Chief Financial Officer of Engine Gaming), Sean Horvath as Chief Revenue Officer (currently Chief Revenue Officer of GameSquare), Paolo DiPasquale as Chief Strategy Officer (currently Chief Strategy Officer of GameSquare), John Wilk as General Counsel (currently General Counsel of Engine Gaming), Matt Ehrens as Chief Technology Officer (currently Chief Technology Officer of Engine Gaming), and Jill Peters as Chief Media Officer (currently Chief Operations Officer of GameSquare).

The completion of the Arrangement is subject to customary terms and conditions, including the approval of the Arrangement by Engine Gaming and GameSquare shareholders; court approval of the Arrangement; GameSquare Shareholders shall not have exercised Dissent Rights in respect of more than 5% of the outstanding GameSquare Common Shares; GameSquare shall have received all necessary third party consents; listing of the Engine Gaming Shares on Nasdaq; and, receipt of all required regulatory approvals, including acceptance by the TSXV. The board of directors of each of Engine Gaming and GameSquare, after receiving financial and legal advice, have unanimously approved the Arrangement and recommend that their respective shareholders vote in favor of the Arrangement. The Arrangement requires approval by at least 66.67% of the holders of the GameSquare Shares who vote at the meeting. The shareholders meeting of GameSquare is scheduled on March 8, 2023. As of March 8, 2023, the shareholders of Engine Gaming have voted to approve the arrangement with GameSquare Esports. As of April 6, 2023, the transaction has received approval from the TSX Venture Exchange to change the Company's name to "GameSquare Holdings, Inc." (the "Name Change") and to consolidate the Company's outstanding common shares on the basis of one new common share for every four existing common shares (the "Consolidation"). The Name Change and Consolidation will take effect at the start of trading on April 11, 2023. As of March 14, 2023, the Ontario Superior Court of Justice has approved the deal. The arrangement is anticipated to close in the first quarter of 2023. As of March 8, 2023, the transaction is expected to close by the end of March. As of April 6, 2023, The Engine Gaming and Media is also pleased to announce the closing of the plan of arrangement with GameSquare Esports Inc. (CSE: GSQ; OTCQB: GMSQF; FRA:29Q1) is to be effective on April 11, 2023. Engine Gaming and Media, Inc. announce that it has closed its previously announced public offering (the "Offering") of 7,673,000 subscription receipts (the "Subscription Receipts") of the Company at an issue price of CAD 1.68478 per Subscription Receipt, including the partial exercise of the over-allotment option, for aggregate gross proceeds of CAD 12,927,279. As of MArch 8, 2023, shareholders of GameSquare Esports Inc approved ther merger.

Evans & Evans, Inc. acted as fairness opinion provider to the board of directors of GameSquare. Haywood Securities Inc. acted as fairness opinion provider to the board of directors of Engine Gaming. Oak Hills Securities, Inc. served as GameSquare’s exclusive financial advisor. Evans & Evans, Inc. is acting as financial advisor to GameSquare on the Arrangement and Haywood Securities Inc. is acting as financial advisor to Engine Gaming on the Arrangement. JR Lanis of Polsinelli PC, Blake, Cassels & Graydon LLP and Max Spearn of Miller Thomson LLP are acting as counsel to GameSquare on the Arrangement and Rick Moscone of Fogler, Rubinoff LLP and Richard Raymer of Dorsey Whitney LLP are acting as counsel to Engine Gaming on the Arrangement. Computershare Trust Company of Canada acted as depository to Engine Gaming. OakHills Securities, Inc., GameSquare’s financial advisor, has delivered to the GameSquare Board, its opinion that, as at the date thereof and based upon and subject to the factors and assumptions set forth therein, the Consideration is fair, from a financial point of view, to GameSquare Shareholders. Kreston GTA LLP acted as accountant while TSX Trust Company acted as transfer agent.