Shares will remain listed on the NASDAQ Capital Market

GameSquare Amends Convertible Debenture

FRISCO, TX / ACCESSWIRE / March 22, 2024 / GameSquare Holdings, Inc. (NASDAQ:GAME)(TSXV:GAME), ("GameSquare", or the "Company"), today announced that it has applied for and received conditional approval for a voluntary delisting of its common shares from the TSX Venture Exchange ("TSXV"). The delisting from the TSXV will not affect the Company's listing on the NASDAQ Capital Market (the "NASDAQ") and GameSquare's shares will continue to trade on the NASDAQ under the symbol "GAME".

The Company expects that effective as of the close of trading on or about March 28, 2024, GameSquare's common shares will no longer be listed and posted for trading on the TSXV.

GameSquare decided to delist from the TSXV in light of its recent acquisition of FaZe, changing shareholder base, and existing NASDAQ listing. By delisting from the TSXV, the Company expects to remove expenses and administrative efforts required to maintain a dual listing. GameSquare also expects trading on a single marketplace will improve long-term liquidity and enhance shareholder value.

Following delisting from the TSXV, GameSquare's shareholders can trade their common shares through their brokers on NASDAQ. GameSquare's NASDAQ listing will continue to provide shareholders with the same accessibility to trade the Company's common shares. Shareholders holding GameSquare shares in Canadian brokerage accounts should contact their brokers to confirm how to trade GameSquare's shares on the NASDAQ.

The company also announces that pursuant to an amendment dated January 28, 2024, it received a further investment of US$1,000,000 with respect to an outstanding $1,250,000 convertible debenture due to expire on August 31, 2025, which reflected an increase in the outstanding aggregate principal balance of the amended debenture to US$2,250,000. Except for the increased principal amount, all other terms of the debenture, which accrues interest at the rate of 7% per annum and is convertible into common shares of the Company at a conversion price of US$4.40 per share, remain unmodified.

The convertible debenture is beneficially held by a director of the Company. The participation of a director in the amendment of the convertible debenture constitutes a "related party transaction" as such term is defined by Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the formal valuation requirements and the minority shareholder approval requirements under MI 61-101 as the fair market value of the amendment of the convertible debentures does not exceed 25% of the market capitalization of the Company. The amendment of the debenture has been conditionally approved by the TSX Venture Exchange.