GameSquare (GAME) Proxy filing summary

Executive summary

• Agreement for the acquisition of substantially all assets of FanEngine Holdings Ltd. by a wholly owned subsidiary, with consideration including 30% of the post-closing common stock and potential earnouts in stock and cash based on future performance.

• Closing is contingent on shareholder approval, Nasdaq listing, regulatory consents, and other customary conditions, with a target completion by December 31, 2026.

• The transaction includes detailed provisions for asset transfer, assumed and excluded liabilities, and post-closing integration.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of new shares exceeding 20% of outstanding stock, as mandated by Nasdaq rules.

• A proxy statement will be filed with the SEC, and the board will recommend approval of the share issuance.

Board of directors and corporate governance

• Two individuals designated by the seller will be appointed to the board post-closing, subject to qualification and ongoing ownership thresholds.

• Seller designees will be included in future board slates as long as certain ownership conditions are met.