GameSquare to sell Complexity Gaming to Global Esports Properties for $10.36M

GameSquare Holdings has sold its esports team NextGen Tech d/b/a Complexity Gaming to Global Esports Properties, an investor group led by Complexity’s founder and CEO Jason Lake for total consideration of $10.36M. GameSquare and Complexity signed a Membership Interest Purchase Agreement dated as of March 1, 2024, and the transaction is anticipated to close shortly upon the satisfaction of a closing condition to receive TSXV approval for the transaction. Under the terms of the Membership Interest Purchase Agreement, Global Esports has agreed to pay GameSquare an aggregate of approximately $10.36M for Complexity’s assets and intellectual property including Complexity’s esports team. Global Esports will pay GameSquare $0.75M upon closing of the transaction. In addition, GameSquare and Global Esports have entered into a 3-year seller financed note of approximately $9.61M, which accrues annual interest of 3.0% to be paid to GameSquare in a balloon payment at the end of the term. GameSquare will also have the right to receive 50% of the proceeds from any equity raised by Global Esports in excess of $500,000 that will be credited against the outstanding principal balance of the seller financed note. As announced on January 2, 2024, GameSquare entered into a principal $5.8M. The Convertible Debenture is convertible at the holder’s option into common shares of GameSquare at a price of $5.00 per share. As requested by the TSX Venture Exchange, GameSquare confirms that the anti-dilution provisions in the Convertible Debenture are subject to a $3.00 floor price.