NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
GameSquare Esports Inc. (CSE: GSQ; FRA: 29Q1) (" GameSquare ", " GameSquare Esports " or the " Company ") is pleased to announce that it has closed its previously announced "bought deal" private placement offering (the " Offering "). Canaccord Genuity Corp. acted as lead underwriter and sole bookrunner for the Offering on behalf of a syndicate of underwriters (collectively, the " Underwriters "), whereby the Underwriters purchased or arranged for substituted purchasers of 21,250,000 units (" Units ") of the Company at a price of $0.40 per Unit (the " Issue Price ") for gross proceeds of $8.5 million.
Each Unit consists 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 is 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 of the Offering, 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 ").
Further, the Company is pleased to announce the concurrent closing of its non-brokered private placement whereby the Jones family and the Goff family subscribed for an additional $8.5 million of Units of GameSquare on the same terms as those in the Offering (the " Non-Brokered Offering ").
The net proceeds of the Offering, along with the net proceeds of the Non-Brokered Offering, will be used to advance the business of GameSquare and for general working capital purposes.
In consideration for the services rendered by the Underwriters in connection with the Offering, the Company has (i) paid the Underwriters a cash commission equal to 7% of the gross proceeds received by the Company from the sale of Units under the brokered Offering, and (ii) issued an aggregate of 1,487,500 broker warrants (the " Broker Warrants "), with each Broker Warrant exercisable into that number of Units at an exercise price of $0.40 for a period of 36 months from the closing date.
The Units issued under the Offering and Non-Brokered Offering, and any underlying securities thereof, will be subject to a hold period in Canada expiring four months and one day from the closing date of the Offering and Non-Brokered Offering, respectively.
The Units 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 Units 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 Units. The offering or sale of the Units shall not be made in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information contact:
P: (416) 861-2267
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 owns a portfolio of companies including Complexity Gaming, a top tier esports organization based in Frisco, USA, Code Red Esports Ltd., an esports talent agency serving the UK, and Reciprocity Corp. which 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, GCN, Inc., a digital media company focusing on the gaming and esports audience based in Los Angeles, USA.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "f orward-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 and proposed use of net proceeds of the Offering and the Non-Brokered Offering. Forward looking statements are necessarily based upon a number of estimates and assumptions including the Company and its subsidiaries being able to grow their business and being are able to execute on their strategies and the continued growth of the Company's and its subsidiaries revenue. Forward-looking statements 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 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. 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.
Early-Warning Reporting Update
Pursuant to the Non-Brokered Offering, Goff NextGen Holdings, LLC ("Goff"), located at 500 Commerce Street, Suite 700, Fort Worth, Texas 76102, United States, acquired ownership or control or direction over 15,937,500 Common Shares and 7,968,750 Warrants. Immediately prior to the completion of the Non-Brokered Offering, Goff owned and controlled 18,957,291 Common Shares. Immediately following the completion of the Non-Brokered Offering, Goff beneficially owned and controlled 34,894,791 Common Shares and 7,968,750 Warrants, representing approximately 14.4% of the outstanding Common Shares (17.1% of the outstanding Common Shares assuming the exercise of the Warrants held by Goff). The securities of GameSquare acquired by Goff were acquired for investment purposes. In accordance with applicable securities laws, Goff may from time to time and at any time, directly or otherwise, increase or decrease its ownership of Common Shares of GameSquare and Goff reserves the right to acquire or dispose of any or all of its securities in accordance with applicable securities laws depending on market conditions, the business and prospects of the GameSquare and other factors it may consider relevant. Pursuant to the Non-Brokered Offering, Goff acquired greater than 2% of the outstanding Common Shares for purposes of National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires an early warning report to be filed by Goff (the "Early Warning Report"). A copy of the Early Warning Report will be available under the Company's profile on www.SEDAR.com when filed.