GameSquare Esports Announces Acquisition of Complexity and $8.5 Million Bought Deal Financing

Jerry Jones and Goff Families and Jason Lake to Own 47% of GameSquare

• Acquisition creates a leading, global esports organization with assets in North America, Europe, Asia and South America
• Strengthens GameSquare and Complexity by combining leading digital media groups, world-class teams and authentic esports content
• All stock transaction values Complexity at approximately $33 million based on a GameSquare share price of $0.40
• Former Complexity shareholders, which consist of the Jerry Jones family, Goff family and Jason Lake, to own approximately 47% of GameSquare (prior to the brokered private placement)
• Jerry Jones and Goff family to invest an additional $8.5 million into GameSquare as part of a non-brokered private placement at a subscription price of $0.40 per Unit
• GameSquare has entered into a multi-year esports and gaming partnership to become the agency of record for the Dallas Cowboys
• Tom Walker, CFO of the Dallas Cowboys, and Travis Goff, President of Goff Capital, to join GameSquare Board of Directors
• Expected revenue for the combined company of $28 million in 2022

TORONTO, June 30, 2021 /CNW/ - GameSquare Esports Inc. ("GameSquare" or the "Company") (CSE:GSQ) (FRA: 29Q1) today announces that it has acquired 100% of the issued and outstanding shares of NextGen Tech, LLC (dba. as Complexity Gaming) ("Complexity"). As consideration for the acquisition, GameSquare issued approximately 83.3 million common shares (the "Share Consideration") of GameSquare to former shareholders of Complexity, which consisted of the Jerry Jones Family, Goff Capital Inc. and Jason Lake (the "Vendors").

"Complexity Gaming, led by Jason Lake, is an outstanding organization in the esports industry," said Justin Kenna, CEO of GameSquare. "They are a powerhouse combination of winning teams, world-class facilities, and professional management, and the value of the relationships with the Dallas Cowboys, the Jones family, and the Goff family cannot be understated. In my view, Complexity has built a tremendous foundation that is perfectly positioned for its next phase of growth and profitability. We see huge potential to monetize the incredible content that Complexity creates every year and numerous opportunities to create merchandise that allow fans to show their loyalty to one of America's greatest esports teams."

"The multi-year esports agency of record agreement with the Dallas Cowboys is an incredible opportunity to connect esports fans with the most valuable sports franchise on the planet. I believe that connecting the Dallas Cowboys with global esports fans represents limitless possibilities to grow revenue and profitability. We will continue to build GameSquare organically and with future acquisitions, and by bringing innovative and authentic ideas and activations to America's team. In addition, the Jones and Goff investment, along with the bought deal financing, will strengthen our balance sheet and allow us to execute on our growth strategy going forward."

"Professional gaming has grown at an incredible pace in the three and a half years since our group acquired Complexity Gaming," said Jerry Jones. "I am confident that the merger with GameSquare will fast track revenue growth at Complexity while staying true to the team's commitment to winning. We're investing in Justin's experience in esports, his financial background, and the bench strength of the team he leads to build GameSquare into the most successful esports organization in the world."

About Complexity Gaming

Based in Frisco, Texas, Complexity Gaming is a leading esports organization, which fields world-class esports teams in CS:GO, Fortnite, Valorant, APEX Legends, Hearthstone, Madden Football and FIFA Soccer with lifetime esports winnings of US$4.7 million. Complexity has participated in and hosted numerous major esports events with combined annual viewer minutes of 3.2 billion. Further, Complexity is one of only four esports organizations to have an exclusive partnership with Twitch. Complexity's successful record as a world-class team and its reputation as a top-tier organization has attracted blue chip sponsors, including GameStop (NYSE:GMS), Miller Lite and Herman Miller (NASDAQ:MLHR). Complexity generated revenue (unaudited) of $4.1 million, $4.2 million and $5.1 million in 2019, 2020 and the twelve-month period ending March 2021 respectively. For the three-month period ending March 31, 2021 and March 31, 2020, Complexity generated $1.7 million and $1.0 million in revenue respectively, a 71% year-over-year growth rate. Management expects the combined company to generate approximately $28.0 million in revenue for the calendar year 2022.

Key Transaction Highlights

The transaction will immediately increase the scale of GameSquare by adding a leading esports organization and strengthening its investor base through the relationship with, and ownership by, the Jones and Goff families.

• Complexity provides a leading esports brand, that has direct ties to the most valuable professional sports team in the world, the Dallas Cowboys
• Expected revenue synergies by leveraging GameSquares expertise in merchandise and content
• The Jerry Jones Family and Goff Capital Inc. agreed to subscribe for an additional $8.5 million of Units (as defined below) of GameSquare at a price of $0.40 per Unit 
• Thomas Walker, CFO of the Dallas Cowboys, and Travis Goff, President of Goff Capital Inc., to join the board of GameSquare
• Jason Lake to continue as CEO of Complexity and appointed as GameSquare's Global Head of Esports
• High alignment of interest with former shareholders of Complexity owning approximately 47% of the combined company (prior to the brokered private placement) and the consideration shares being subject to a 180-day lock up
• Material revenue synergies going forward via cross-selling GameSquare's agency business throughout Complexity talent and sponsorship

The transaction is an arm's-length transaction as the Company is not a related party to Complexity or any of its shareholders and does not constitute a fundamental change for the Company, nor will it result in a change of control of the Company, within the meaning of the policies of the Canadian Securities Exchange. As the transaction constitutes a significant acquisition for purposes of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102"), the Company will file a business acquisition report within 75 days from the date hereof as required pursuant to NI 51-102.

Bought Deal Offering

GameSquare has entered into an agreement with Canaccord Genuity Corp. ("Canaccord Genuity") as lead underwriter on behalf of a syndicate of underwriters (together with Canaccord Genuity, the "Underwriters") pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 21,250,000 units ("Units") of GameSquare at a price of $0.40 per Unit (the "Offering Price") for gross proceeds of $8.5 million (the "Offering").

Each Unit shall consist of one common share of GameSquare (a "Common Share") and one-half (1/2) of one purchase warrant of GameSquare (each whole warrant, a "Warrant"). Each Warrant shall be exercisable for one Common Share at an exercise price of $0.60 per Common Share (the "Exercise Price") for a period of 24 months from the closing date, subject to the Warrant Acceleration Right (as defined below). If, at any time following the closing of the Offering, the daily volume weighted average trading price of the Common Shares on the Canadian Securities Exchange is greater than $1.00 per Common Share for the preceding 10 consecutive trading days, the Company shall have the right to accelerate the expiry date of the Warrants to a date that is at least 30 trading days following the date of such written notice and press release (the "Warrant Acceleration Right").

The net proceeds of the Offering, along with the Jones' and Goff's investments of $8.5 million, will be used to advance the business of GameSquare and for general working capital purposes.

The closing of the Offering is expected to occur on or about July 22, 2021 and subject to the Company receiving all necessary approvals, including the approval to list the Common Shares.

On June 30, 2021, Blue & Silver Ventures, Ltd. ("Blue & Silver") and Goff NextGen Holdings, LLC ("Goff"), located at ‎One Cowboys Way, Suite 100, Frisco, Texas 75034, United States and ‎500 Commerce Street, Suite 700, Fort Worth, Texas 76102, United States‎, respectively, acquired ownership or control or direction over 56,871,872‎ common shares and 18,957,291‎ common shares, respectively, of GameSquare pursuant to the Purchaser Agreement as consideration in exchange for the sale of all of the issued and outstanding membership interests held by Blue & Silver and Goff in NextGen Tech, LLC.

Prior to the Purchase Agreement, neither Blue & Silver or Goff owned or controlled, directly or indirectly, securities of GameSquare. After giving effect to the Purchase Agreement, the Blue & Silver beneficially owns or controls 56,871,872 common shares of Gamesquare, representing 28.66% of the issued and outstanding common shares, and Goff beneficially owns or controls 18,957,291 common shares of GameSquare, representing 9.55% of the issued and outstanding common shares.

The common shares of GameSquare acquired by Blue & Silver and Goff were acquired for investment purposes. In ‎accordance with applicable securities laws, Blue & Silver or Goff, may from time to time and at any time, ‎directly or otherwise, increase or decrease its ownership of common shares of GameSquare in the future and each of Blue & Silver and Goff reserves the right to acquire or dispose of ‎any or all of the common shares in accordance with applicable securities laws depending on ‎market conditions, the business and prospects of the Company and other relevant factors.‎

Each of Blue & Silver and Goff will file an early-warning report in accordance with applicable Canadian securities laws under the Company's profile on www.SEDAR.com.

The Common Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S. Securities Act"), as amended, and the Common Shares issuable under the Offering may not be offered or sold in the United States, absent registration or an applicable exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Common Shares. The offering or sale of the Common Shares shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Advisors

Canaccord Genuity acted as exclusive financial advisor to GameSquare in connection with the Transaction. GameSquare was represented by Blake, Cassels & Graydon LLP and Complexity was represented by DLA Piper. Underwriters are represented by Bennett Jones LLP.

About GameSquare Esports Inc.

GameSquare Esports Inc. is an international gaming and esports company headquartered in Toronto, Canada. The Company is seeking to acquire additional assets and entities serving the gaming and esports markets and, more broadly, in sports and entertainment. GameSquare's acquisition of Code Red, an esports talent agency, provided an initial foothold in Europe through its UK operations. Code Red represents leading on-screen talent, players and influencers and works with leading global brands to develop influencer campaigns and esports marketing strategies. The Company's second acquisition of Reciprocity Corp. provides access to Asia, Latin America and North America. Its gaming and esports assets include: a CrossFire franchise in China that it owns with its partner LGD Gaming, a 40% interest in a League of Legends team that competes in Latin America, and, its wholly owned subsidiary corporation, Gaming Community Network, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA.

Forward-Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the opportunities within esports, the Company's growth and synergies following the transaction, the Company's expected revenue, the business, objectives and operations of the Company, closing of the Offering and the expected timing and the Company's ability to execute its business plan. Forward-looking statements are necessarily based upon a number of estimates and assumptions including the Company realizing the expected benefits and synergies of the transaction, the Company and its subsidiaries being able to grow their business and being are able to execute on their strategies, the financial impact of the transaction being as currently expected by management and the continued growth of the Company's and its subsidiaries revenue. The Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable, they are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: the ability of the Company to close Offering and its timing, the anticipated benefits of the transaction, the ability of the Company to obtain future financings on acceptable terms, the Company's future objectives and strategies and ability to achieve those objectives, the Company's size and position in the industry and potential growth strategy, proposed acquisitions and general business, economic, competitive, political and social uncertainties including the impact of the COVID-19 pandemic. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

The estimates of revenues may be considered "future oriented financial information" or "financial outlooks" (collectively, "FOFI") within meaning of applicable securities legislation. FOFI has been prepared by the Company's management to provide an outlook of the Company's activities and results including on a proforma basis following the closing of the transaction and the Offering and has been approved as of the date of this news release. The Company believes that the prospective financial information has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represents, to the management's knowledge and opinion, the Company's course of action. The reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such future-oriented financial information and financial outlooks. FOFI, as with forward-looking statements generally, are, without limitation, based on assumptions and subject to the risks set out above. The Company's actual financial position and results of operations may differ materially from management's current expectations and, as a result, the Company's revenue may differ materially from the revenue provided in this news release. Except as required by law, GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

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.

SOURCE GameSquare Esports Inc.

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