GAMESQUARE HOLDINGS, INC. ("GAME")
[formerly: Engine Gaming and Media, Inc. ("GAME")]
BULLETIN TYPE: Plan of Arrangement-, Name Change and Consolidation
BULLETIN DATE: April 6, 2023
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated December 7, 2022, between Consolidated Engine Gaming and Media, Inc. (the "Company") and GameSquare Esports Inc. ("GameSquare"), pursuant to which the Company acquired all of the issued and outstanding common shares of GameSquare (the " GameSquare Shares") by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement").
Pursuant to the terms of the Arrangement, 100% of the issued and outstanding GameSquare Shares were exchanged on the basis of 0.020655 of a post-consolidated common share of the Company for each GameSquare Share.
The Exchange has been advised that the Supreme Court of Ontario provided its final order approving the Arrangement on March 13, 2023 and will be completed before the market open on Tuesday, April 11, 2023.
For further details, refer to the Company's Management Information Circular dated January 23, 2023, which is available under Engine Gaming and Media, Inc.'s profile on SEDAR, and the Company's news releases dated April 6th, 2023.
The resulting issuer of the arrangement will remain listed on TSX Venture Exchange and on NASDAQ Capital Market under a new name: GameSquare Holdings, Inc. It is expected that the common shares of GameSquare (CSE:GSQ) will be halted from trading at the start of trading on April 11, 2023, and subsequently delisted.
Name Change and Consolidation:
In connection with the plan of arrangement and pursuant to a resolution passed by the Company's directors on April 5, 2023, the Company has consolidated its capital on a (four) old for (one) new basis. The name of the Company has also been changed from "Engine Gaming and Media, Inc." to "GameSquare Holdings, Inc."
Effective at the opening on Tuesday, April 11, 2023, the common shares of the resulting issuer GameSquare Holdings, Inc. will commence trading on TSX Venture Exchange and the common shares of Engine Gaming and Media, Inc. will be delisted.
The Company is classified as an arts, entertainment and recreation company.
Post - Arrangement and Consolidation:
Post - Consolidation
Capitalization: unlimited shares with no par value of which
12,678,378 shares are issued and outstanding
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: GAME (no change)
CUSIP Number: 364934109 (new)
Company Contact: Paolo DiPasquale, Chief Strategy Officer
Company Address: 150 York Street, Suite 1008, Toronto, Ontario, M5H3S5
Company Phone Number: (216) 464-6400
Company Email Address: IR@gamesquare.com
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