A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021

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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
A global gaming & esports
     media company
   CORPORATE PRESENTATION | NOVEMBER 2021

                                            CSE: GSQ

                                               1
A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

         DISCLAIMER

 This presentation of GameSquare Esports Inc. (“GameSquare” or the “Company”) is for
information only and shall not constitute an offer to buy, sell, issue or subscribe for, or the
                                                                                                     FORWARD-LOOKING STATEMENTS
solicitation of an offer to buy, sell or issue, or subscribe for any securities. The information
                                                                                                     Certain statements in this presentation are “forward-looking statements” or
contained herein is subject to change without notice and is based on publicly available
                                                                                                     “forward-looking information” under applicable securities legislation. Such forward-looking
information, internally developed data and other sources. Where any opinion or belief is
                                                                                                     statements or information are used in this presentation for the purpose of providing
expressed in this presentation, it is based on the assumptions and limitations mentioned
                                                                                                     information about management’s current expectations and plans relating to the future
herein and is an expression of present opinion or belief only. No warranties or representations
                                                                                                     development of the Company’s business. Any statements that express or involve
can be made as to the origin, validity, accuracy, completeness, currency or reliability of the
                                                                                                     discussions with respect to predictions, expectations, beliefs, plans, projections,
information. The Company disclaims and excludes all liability (to the extent permitted by law),
                                                                                                     objectives, assumptions or future events or performance (often, but not always using words
for losses, claims, damages, demands, costs and expenses of whatever nature arising in any
                                                                                                     or phrases such as “expect”, “seek”, “endeavor”, “anticipate”, “plan”, “estimate”, “believe”,
way out of or in connection with the information in this presentation, its accuracy,
                                                                                                     “intend”, or stating that certain actions, events or results may, could, would, might or will
completeness or by reason of reliance by any person on any of it. This presentation should not
                                                                                                     occur or be taken, or achieved) are not statements of historical fact and may be
be construed as legal, financial or tax advice to any person, as each person’s circumstances
                                                                                                     “forward-looking statements”. Forward-looking statements or information in this
are different. Readers should consult with their own professional advisors regarding their
                                                                                                     presentation include, but are not limited to, statements or information with respect to the
particular circumstances. The information contained in this presentation is not directed to
                                                                                                     Proposed Transaction, leadership and governance, timing and approvals, the Offering,
persons or entities resident in the United States and does not constitute an offer or solicitation
                                                                                                     strategic priorities, anticipated performance of the Company’s operations and the
by anyone in the United States or in any other jurisdiction in which such an offer or solicitation
                                                                                                     Company’s business strategy, objectives and expected revenues.
is not authorized or to any person to whom it is unlawful to make such an offer or solicitation,
unless otherwise exempt from United States securities legislation.
                                                                                                     Forward-looking statements or information are based on expectations, estimates and
                                                                                                     projections at the time the statements are made and involve significant known and
THE SECURITIES DESCRIBED IN THE PRESENTATION HAVE NOT BEEN, AND WILL
                                                                                                     unknown risks, uncertainties and assumptions which could cause actual results or events
NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES
                                                                                                     to differ materially from those presently anticipated including the ability of the Company to
ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. AND THE SECURITIES
                                                                                                     close the Proposed Transaction and the Offering and its timing, the anticipated benefits of
MAY NOT BE OFFERED OR SOLD WITHIN THE U.S., EXCEPT PURSUANT TO AN
                                                                                                     the Proposed Transaction, the ability of the Company to obtain future financings on
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
                                                                                                     acceptable terms, the Company’s future objectives and strategies and ability to achieve
REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL
                                                                                                     those objectives, the Company’s size and position in the industry and potential growth
SECURITIES LAWS.
                                                                                                     strategy, proposed acquisitions and general business, economic, competitive, political and
                                                                                                     social uncertainties including the impact of the COVID-19 pandemic.

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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

        DISCLAIMER

A number of factors could cause actual results, performance or achievements to be materially      NON-GAAP INFORMATION
different from any future results, performance or achievements that may be expressed or implied
by such forward-looking statements. Should one or more of these risks or uncertainties            EBITDA is a non-GAAP financial measures. The principal limitation of non-GAAP
                                                                                                  financial measures is that they reflect the exercise of judgments by management
materialize, or should assumptions underlying the forward-looking statements prove incorrect,
                                                                                                  about which expense and revenue items are excluded or included in determining
actual results, performance or achievements could vary materially from those expressed or         these non-GAAP financial measures. As such, the term EBITDA (earnings before
implied by the forward-looking statements contained in this presentation. Readers should not      interest, taxes, depreciation and amortization,) does not have any standardized
place undue reliance on these forward-looking statements. Although the forward-looking            meaning under GAAP and therefore may not be comparable to similar measures
statements contained in this presentation are based upon what the Company’s management            presented by other companies. Rather, these measures are provided as additional
currently believes to be reasonable assumptions, the Company cannot assure readers that           information to complement GAAP measures by providing a further understanding of
actual results, performance or achievements will be consistent with these forward-looking         operations from management’s perspective. Unless otherwise indicated, all dollar
statements. Except as required by law, the Company does not have any obligation to advise any     references herein refer to Canadian dollars (C$).
person if it becomes aware of any inaccuracy in or omission from any forward-looking
statement, nor does it intend, or assume any obligation, to update or revise these
                                                                                                  MARKET RESEARCH AND PUBLIC DATA
forward-looking statements to reflect new events or circumstances.                                 TMarket data and industry forecasts contained in this presentation have been
                                                                                                  obtained from industry publications, various publicly available sources and
                                                                                                  subscription-based reports as well as from management’s good faith estimates,
                                                                                                  which are derived from management’s knowledge of the industry and independent
FUTURE ORIENTED FINANCIAL INFORMATION                                                             sources that management believes to be reliable. Industry publications, surveys and
                                                                                                  forecasts generally state that the information contained therein has been obtained
 A number of factors could cause actual results, performance or achievements to be materially
                                                                                                  from sources believed to be reliable. We have not independently verified any of the
different from any future results, performance or achievements that may be expressed or implied   information from third-party sources nor have we ascertained the validity or accuracy
by such forward-looking statements. Should one or more of these risks or uncertainties            of the underlying economic assumptions relied upon therein. The Company hereby
materialize, or should assumptions underlying the forward-looking statements prove incorrect,     disclaims any responsibility or liability whatsoever in respect of any third party
actual results, performance or achievements could vary materially from those expressed or         sources of market and industry data or information.
implied by the forward-looking statements contained in this presentation. Readers should not
place undue reliance on these forward-looking statements. Although the forward-looking
statements contained in this presentation are based upon what the Company’s management
currently believes to be reasonable assumptions, the Company cannot assure readers that
actual results, performance or achievements will be consistent with these forward-looking
statements. Except as required by law, the Company does not have any obligation to advise any
person if it becomes aware of any inaccuracy in or omission from any forward-looking
statement, nor does it intend, or assume any obligation, to update or revise these
forward-looking statements to reflect new events or circumstances.
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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

GAMESQUARE MANAGEMENT

JUSTIN KENNA      PAUL BOZOKI       KEVIN WRIGHT            JAN NEUMEISTER               SEAN HORVATH
CEO, GAMESQUARE   CFO, GAMESQUARE   PRESIDENT, GAMESQUARE   HEAD OF EUROPE, GAMESQUARE   CRO, GAMESQUARE

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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

GAMESQUARE TODAY
                           DIGITAL MEDIA & AGENCIES                                                                                    ESPORTS ORGANIZATIONS

NORTH AMERICA                   NORTH AMERICA                             EUROPE                                       NORTH AMERICA                           INTERNATIONAL
• Digital media group           • Branding and go to               • Talent & influencer
  creating bespoke                market consultancy                 representation                            • 18 years of excellence in esports       • Crossfire franchise based in China
  campaigns and                                                      agency
                                • Experience with                                                              • 140+ championships in over 30           • League of Legends based in
  activations for brands                                           • Clients: Bud Light,
                                  professional athlete                                                           titles                                    Mexico City
• Partnerships with 75+           brand building in                  Nord VPN, US Polo
  web sites reaching              gaming                             Assn.                                     • State-of-the-art performance            • Earn revenue from league rev
  115+ million esports                                                                                           training center and studio facilities     share, sponsorship, and prizes
                                • Juju Smith Schuster,             • 11+ million social
  fans monthly                    Josh Hart, etc..                   followers across                          • First of its kind and industry          • Opportunities to expand
• Clients: Adidas,                                                   influencers                                  leading partnership with Dallas           partnerships and monetize content
                                • Clients: HyperX, MLB,                                                          Cowboys
  GEICO, Fox Sports,              Final Four, and others
  Subway

                                                    * Represent select brands that GameSquare companies have performed work on behalf of
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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

 BUILDING A LEADING ESPORTS COMPANY

                                                     $102MM
                                      DALLAS
                                                           Market Cap

                                     COWBOYS
                                                 =    $13MM
                                                          Cash on Hand

   LEADING         TOP TIER            MOST           $28MM
DIGITAL MEDIA      ESPORTS           VALUABLE        Illustrative 2022 Revenue
    GROUP            ORG              SPORTS
   150+ clients   US$27MM Invested   FRANCHISE
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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

  WHAT WE’VE DONE

                                                                                                                                          $102.1m
                                                                                                   JULY 27                                    NOV 3
                                                                                                                 AUG 18
                                                                         JUN 14                    Acquisition                                Market Cap
                                                        MAY 11                                     of Cut+Sew    Roc Nation
                                        +97%            Tony Hawk
                                                                         Awarded US
                                                                         Polo Assn
                                                                                                                 Sports
                                                                                                                 Partnership   SEPT 20
                                                                                                                                              (8.0x increase in
                                                                                                                                              valuation over in
                                                                                                                                              12 months)
                                                        joins advisory   contract
                                        APR 28          board                                                                  Tim the
                                                                                                                               Tatman joins
$12.8MM                  JAN 18 & 22    Q1 financial
                                        results; 97%
                                                                                                                               Complexity
                         New Head of    YoY growth in                                 JUNE 30
 OCT 8
                         Europe, Jan    revenue
 Market                  Neumeister &                                                 Acquisition of
 Cap                     New CEO,                                                     Complexity and
                         Justin Kenna                                                 agency of record
          NOV 24                                                                      for the Dallas
                                                                                      Cowboys
          Code Red
          named Bud
          Light Agency                                                                $17MM CAD
          of Record                                                                   Financing
                                                                                                                                                  7
A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

     GAMESQUARE PROGRESS
PRO ATHLETES &      WORLD-CLASS                    GROWING     NEW REVENUE
CELEBRITIES         STREAMING TALENT               AWARENESS   STREAMS

       SMART TEAM                      BLUE CHIP               GOVERNANCE &
       EXPANSION                       BRANDS                  UPCOMING CATALYSTS   8
A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

OUR STRATEGIC PRIORITIES

                           CREATE COMPELLING CONTENT

01                         OWN MORE VIEWERS
02
03                         GROW BRAND RELATIONSHIPS

04
                           DEVELOP NEW REVENUE STREAMS
05

                           BUILD A GLOBAL ESPORTS ORG

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A global gaming & esports media company - CORPORATE PRESENTATION | NOVEMBER 2021
CSE: GSQ

DELIVERING ON OUR CORE STRATEGY

01                             02                          03                            04                             05
CREATE COMPELLING              OWN MORE                    GROW BRAND                    DEVELOP NEW                    BUILD A GLOBAL
CONTENT                        VIEWERS                     RELATIONSHIPS                 REVENUE STREAMS                ESPORTS ORG

Adds 70+ streaming talent      Complexity generates 3.2     Adds 8 teams expanding       Opportunity to significantly     Adds world-class teams
including 20+ dedicated live   billion viewer minutes       branding opportunities       grow merchandise                to GameSquare group of
streamers                      annually                                                  business                        companies
                                                            Grows product offering for
Esports Awards nominated -     3.4 MM unique viewers per    agency businesses            Leverage new Dallas             Extend Complexity brand
Through the Smoke              month                                                     Cowboys relationship for        into new markets
docuseries                                                  New access to collaborate    incremental esports events
                               Highly successful Twitch     with Dallas Cowboys                                          Expand into new sports
High quality sponsored         events, wth up to 250,000                                 Enhance monetization of         with monetization and
content (Miller Lite,          concurrent viewers           Sponsorship opportunities    content, streamers and          path to profitability at top
GameStop, and Dairy MAX)                                    at exclusive, world class    Complexity teams                of mind
                               Race to World first among     events hosted by Team
One of just four North         most watched events in       Complexity                   Realize revenue                 US$5MM previously
American organizations with    gaming                                                    opportunities at The Star, a    invested in completed
Twitch partnership                                                                       world-class facility            Complexity HQ

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CSE: GSQ

HOW WE GROW COMPLEXITY

Content                   Media                    Marketing            Sales                     Merchandise

Grow top tier streaming   Enhance & amplify        Build COL brand      Leverage external sales   New COL 'team' drop
and content creators      content, streams, and    reputation while     for immediate sales       Collabs with street wear
                          events                   bringing the cool    growth                    brands, sports teams &
Internal content
                                                   factor                                         world class apparel
development               Use 65MM MAU to                               Monetize COL
                          drive engagement with    Renewed focus on     distribution channels     brands
COL x Cowboys
                          COL                      social platforms                               Streamer x Player merch
collaborations                                                          Build top-tier internal
                                                                                                  lines
                          Develop custom and       Grow audience to     sales capabilities
                          programmatic             maximize reach and                             Cowboys x COL merch
                                                                        Increase brand and        collaborations
                          strategies to maximize   engagement
                                                                        sponsor funnel
                          reach                                                                   Create world class merch

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CSE: GSQ

DIGITAL AGENCIES SERVING ESPORTS,
SPORTS, AND ENTERTAINMENT

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CSE: GSQ

MULTI-YEAR ESPORTS & GAMING PARTNERSHIPS

   DALLAS
  COWBOYS

     AGENCY OF                              EXCLUSIVE
      RECORD                               PARTNERSHIP

    Training Camp Access                   Create Athlete-Centric Strategies
    Cowboys Gaming Club                    Access to Athlete / Gamers
    Merchandise Collab                     Gaming Content Production
    Cowboys Players League                 First Major Activation With Uplive

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CSE: GSQ

    COMPLEXITY ASSET OVERVIEW
AMERICA’S            EXCLUSIVE TWITCH         EXCEPTIONAL       TOP TIER
TEAM                 PARTNERSHIP              INVESTORS         FACILITIES

       WORLD-CLASS                BLUE CHIP                 MAJOR
       TEAMS                      SPONSORS                  ESPORTS          14
                                                            EVENTS
CSE: GSQ

 COMPLEXITY FACILITIES

Shared
facilities with
Dallas
Cowboys
attracts
                         MILLER LITE PLAYER LOUNGE
brands, fans                                                       INNOVATION LAB

and players

                         COMPLEXITY HQ @ THE STAR    GAMESTOP PERFORMANCE CENTER

www.complexity.gg
                                                                            15
CSE: GSQ

TOM WALKER & TRAVIS GOFF JOINED
GAMESQUARE BOARD OF DIRECTORS

 TOM WALKER                                                             TRAVIS GOFF
 CFO DALLAS COWBOYS & JONES FAMILY OFFICE                               PRESIDENT GOFF CAPITAL

    Mr. Walker is the CFO of the Dallas Cowboys Football Club and          Mr. Goff is President of Goff Capital, Inc., the family office of John
    for the Jones Family Office. He previously served at KPMG in           C. Goff, and manages its existing and prospective public and
    various roles across income and transfer tax for high net worth        private investments.
    individuals, international tax and legal for ultra high net worth
    individuals, and global risk for KPMG in North American and            He currently serves as a Board Member of Complexity Gaming,
    European offices.                                                      ProbablyMonsters, Alto, Wyre, Cascade Engineering
                                                                           Technologies, and Kilburn Media.
    Mr. Walker has been married since college and is the proud
    father of three children. Tom is a graduate of the Oklahoma            Travis previously served as a Board Member of the NASDAQ
    State University.                                                      listed company Mid-Con Energy Partners.

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CSE: GSQ

2022E PRO FORMA
GROUP FINANCIALS
(illustrative & unaudited)
                                                                                                                                                                                          $28.0

            Code Red                        Reciprocity                    Complexity                       Code Red                       Reciprocity                     Complexity   Gamesquare
              LQA                            Earnout                         LQA                             Growth                         Growth                          Growth       Pro Forma
                                                                                                             (2022E)                        (2022E)                         (2022E)       (2022E)

Note: Based on USD/CAD 1.22;Complexity LQA based on Q3 2021; Code Red LQA as of August 30, 2021, Reciprocity earn out to March 18, 2022, Complexity LQA as of August 30,, 2021
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CSE: GSQ

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