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.
About GameSquare Holdings, Inc.
GameSquare's (NASDAQ: GAME)(TSXV: GAME) mission is to revolutionize the way brands and game publishers connect with hard-to-reach Gen Z, Gen Alpha, and Millennial audiences. Our next generation media, entertainment, and technology capabilities drive compelling outcomes for creators and maximize our brand partners' return on investment. Through our purpose-built platform, we provide award winning marketing and creative services, offer leading data and analytics solutions, and amplify awareness through FaZe Clan, one of the most prominent and influential gaming organizations in the world. With an audience reach of 1 billion digitally native consumers across our media network and roster of creators, we are reshaping the landscape of digital media and immersive entertainment. GameSquare's largest investors are Dallas Cowboys owner Jerry Jones and the Goff family.
To learn more, visit www.gamesquare.com.
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 and United States 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 expected delisting date from the TSXV and the benefits of maintaining a single listing on the NASDAQ. These forward-looking statements are provided only to provide information currently available to us and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the Company being able to grow its business and being able to execute on its business plan, the Company being able to complete and successfully integrate acquisitions, the Company being able to recognize and capitalize on opportunities and the Company continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, 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 ability to achieve its objectives, the Company successfully executing its growth strategy, the ability of the Company to obtain future financings or complete offerings on acceptable terms, failure to leverage the Company's portfolio across entertainment and media platforms, dependence on the Company's key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect the Company which are discussed in the Company's most recent MD&A. There can be no assurance that forward-looking 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. 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Corporate Contact
Lou Schwartz, President
Phone: (216) 464-6400
Email: ir@gamesquare.com
Investor Relations
Andrew Berger
Phone: (216) 464-6400
Email: ir@gamesquare.com
Media Relations
Chelsey Northern / The Untold
Phone: (254) 855-4028
Email: pr@gamesquare.com
SOURCE: GameSquare Holdings, Inc.
View the original press release on accesswire.com
