6-K - GAME - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

6-K

REPORT

OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2023.

Commission File Number:

001-39389

GameSquareHoldings, Inc.

(Exact Name of Registrant as Specified in Charter)

2110Powers Ferry Road, Suite 450, Atlanta Georgia, USA, 30339

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INCORPORATION

BY REFERENCE

Exhibits 99.1 and 99.2 of this Form 6-K of GameSquare Holdings, Inc. (the “Company”) are hereby incorporated by reference into the Registration Statement on Form F-10 (File No. 333-254709) of the Company, as amended or supplemented.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GAMESQUARE HOLDINGS, INC.
		(Registrant)
Date:	April<br> 17, 2023	By:	/s/ Justin Kenna
		Name:	Justin<br> Kenna
		Title:	Chief<br> Executive Officer and Director

EXHIBIT

INDEX

99.1	Interim Condensed Consolidated Financial Statements for the three and six months ended February 28, 2023, and 2022
99.2	Management’s Discussion and Analysis for the three and six months ended February 28, 2023, and 2022
99.3	Certification of Interim Filings – CEO
99.4	Certification of Interim Filings – CFO

Exhibit99.1

GAMESQUARE

HOLDINGS, INC.

(formerly Engine Gaming and Media, Inc.)

Interim

Condensed Consolidated Financial Statements

(Unaudited)

For

the three and six months ended

February

28, 2023, and 2022

(Expressedin United States Dollars)

GameSquareHoldings, Inc.

(formerly Engine Gaming and Media, Inc.)

Tableof Contents

Notice of No Auditor Review of Unaudited Interim Condensed Consolidated Financial Statements	3
Management’s Responsibility for Financial Reporting	3
Unaudited Interim Condensed Consolidated Statements of Financial Position	4
Unaudited Interim Condensed Consolidated Statements of Income (loss) and Comprehensive Income (loss)	6
Unaudited Interim Condensed Consolidated Statements of Shareholders’ Equity (Deficiency)	7
Unaudited Interim Condensed Consolidated Statements of Cash Flows	8
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	9

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GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

NOTICE

                                        OF NO AUDITOR REVIEW OF

UNAUDITED

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Under National Instrument 51-102, Part 4, subsection 4.3(3) (a), if an auditor has not performed a review of the condensed consolidated interim financial statements, the financial statements must be accompanied by a notice indicating that the condensed consolidated interim financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared and are the responsibility of the Company’s management.

The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.

MANAGEMENT’S

RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying interim condensed consolidated financial statements of GameSquare Holdings, Inc., (formerly Engine Gaming & Media, Inc.) (the “Company”) are the responsibility of management and the Board of Directors.

The interim condensed consolidated financial statements have been prepared by management, on behalf of the Board of Directors, in accordance with the accounting policies disclosed in the notes to the interim condensed consolidated financial statements. Where necessary, management has made informed judgments and estimates in accounting for transactions which were not complete at the statement of financial position date. In the opinion of management, the interim condensed consolidated financial statements have been prepared within acceptable limits of materiality and are in accordance with International Accounting Standard 34 - Interim Financial Reporting using accounting policies consistent with International Financial Reporting Standards appropriate in the circumstances.

Management has established processes, which are in place to provide it with sufficient knowledge to support management representations that it has exercised reasonable diligence in that (i) the interim condensed consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of, and for the periods presented by, the interim condensed consolidated financial statements and (ii) the interim condensed consolidated financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented by the interim condensed consolidated financial statements.

The Board of Directors are responsible for reviewing and approving the interim condensed consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. The Company’s Audit Committee assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the interim condensed consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.

Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

InterimCondensed Consolidated Statements of Financial Position

(Unaudited)

(Expressedin United States Dollars)


			$
ASSETS
Current
Cash		2,988,289	8,601,706
Restricted<br> cash	14	47,455	47,455
Accounts<br> and other receivables	6	6,267,810	8,404,009
Government<br> remittances		995,341	874,334
Publisher<br> advance, current	6	117,323	1,490,648
Prepaid<br> expenses and other		1,116,083	2,064,221
Promissory<br> notes receivable	7	-	576,528
Total<br> current assets		11,532,301	22,058,901
Non-Current
Publisher<br> advance, non-current	6	-	-
Investment<br> at FVTPL	8	2,629,851	2,629,851
Property<br> and equipment	9	117,926	127,390
Goodwill	10	15,189,874	15,200,188
Intangible<br> assets	11	2,082,027	2,667,363
Right-of-use<br> assets	12	5,052	11,115
Total Non-Current		20,024,730	20,635,907
Total<br> assets		31,557,031	42,694,808

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

| Page **4** of **44** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

InterimCondensed Consolidated Statements of Financial Position

(Unaudited)

(Expressedin United States Dollars)



LIABILITIES
Current
Accounts<br> payable	26	11,032,774	12,772,375
Accrued<br> liabilities	26	2,928,630	3,756,758
Players<br> liability account	14	47,455	47,455
Deferred<br> revenue		1,594,625	1,077,923
Lease<br> liabilities, current	13	382,444	388,834
Promissory<br> notes payable	15	821,815	771,762
Warrant<br> liability	17	242,322	49,894
Convertible<br> debt, current	16	5,150,429	2,267,367
Arbitration<br> reserve	22	1,659,875	692,613
Total<br> current liabilities		23,860,369	21,824,981
Convertible<br> debt, non-current	16	2,328,057	4,983,236
Total<br> Non-current liabilities		2,328,057	4,983,236
Total<br> liabilities		26,188,426	26,808,217
SHAREHOLDERS’<br> EQUITY (DEFICIENCY)
Share<br> capital	18	126,847,679	124,897,859
Contributed<br> surplus		20,834,158	20,351,522
Foreign<br> currency translation reserve		(2,296,618	(2,069,219
Deficit		(140,016,614	(127,293,571
Total<br> equity		5,368,605	15,886,591
Total<br> liabilities and equity		31,557,031	42,694,808
Going<br> concern	1
Commitments<br> and contingencies	22
Subsequent<br> events	28

All values are in US Dollars.

Approved<br> on Behalf of Board:	“Tom Rogers”	“Lou Schwartz”
	Director	Director

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

InterimCondensed Consolidated Statements of Income (loss) and Comprehensive Income (loss)

(Unaudited)

(Expressedin United States Dollars)

	Note		February<br> 28, 2023		February<br> 28, 2022		February<br> 28, 2023		February<br> 28, 2022
			For<br> the three months ended				For<br> the six months ended
	Note		February<br> 28, 2023		February<br> 28, 2022		February<br> 28, 2023		February<br> 28, 2022
CONTINUING<br> OPERATIONS
REVENUE
Direct<br> to consumer				-		-		-		-
Software-as-a-service				2,441,736		2,139,463		4,881,420		4,589,298
Advertising				6,497,725		6,858,563		14,327,627		16,623,230
Net<br> revenue				8,939,461		8,998,026		19,209,047		21,212,528
EXPENSES
Salaries<br> and wages		25		3,086,097		3,733,521		6,124,701		6,924,528
Consulting		25		527,284		586,776		1,000,897		1,116,049
Professional<br> fees				340,342		715,852		626,069		1,239,023
Revenue<br> sharing expense				6,060,552		6,291,112		13,353,910		15,257,848
Sponsorships<br> and tournaments				-		-		-		-
Advertising<br> and promotion				148,587		335,678		281,206		698,801
Office<br> and general				1,163,432		1,212,741		2,188,073		2,456,931
Technology<br> expenses				613,655		652,232		1,366,895		1,335,818
Amortization<br> and depreciation		9,11,12		308,211		306,905		615,801		619,258
Share-based<br> payments		19,20		683,935		1,255,326		2,432,456		2,576,412
Interest<br> expense		15,<br> 16		161,453		197,855		314,324		395,105
(Gain)<br> loss on foreign exchange				43,945		(13,025		245,605		91,632
Gain<br> on modification of debt				-		-		(30,688		-
Transaction<br> costs				681,447		349,404		799,532		356,523
Arbitration<br> settlement reserve		22		1,096,096		(1,208,556		967,262		(3,948,608
Restructuring<br> costs		27		-		35,747		185,539		35,747
Change<br> in fair value of promissory notes receivable		7		-		-		3,757		-
Change<br> in fair value of warrant liability		17		221,165		(998,757		194,035		(3,940,303
Change<br> in fair value of convertible debt		16		977,595		(293,762		1,213,605		(1,976,934
Total				16,113,796		13,159,049		31,882,979		23,237,830
Net<br> income (loss) for the period before discontinued operations				(7,174,335		(4,161,023		(12,673,932		(2,025,302
Income<br> tax expense								-		-
Net<br>income (loss) after taxes before discontinued operations				(7,174,335		(4,161,023		(12,673,932		(2,025,302
DISCONTINUED<br> OPERATIONS
Gain<br> (loss) from discontinued operations		23		(183,026		(2,527,272		(49,111		(5,991,749
Net<br> income (loss) for the period from discontinued operations				(183,026		(2,527,272		(49,111		(5,991,749
Net<br> loss for the period				(7,357,361		(6,688,295		(12,723,043		(8,017,051
Net<br> (income) loss attributable to non-controlling interest				-		(43,874		-		(68,638
Net<br> loss attributable to owners of the Company				(7,357,361		(6,732,169		(12,723,043		(8,085,689
OTHER<br> COMPREHENSIVE INCOME (LOSS)
Items<br> that may be reclassified subsequently to profit or loss
Foreign<br> currency translation differences				83,730		(64,559		(227,399		104,859
Comprehensive<br> loss for the period				(7,273,631		(6,796,728		(12,950,442		(7,980,830
INCOME<br> (LOSS) PER SHARE
Basic<br> income (loss) per share - continuing operations		5		(0.45		(0.27		(0.80		(0.13
Basic<br> income (loss) per share - discontinued operations				(0.01		(0.16		-		(0.38
Basic<br> and diluted loss per share		5		(0.46		(0.43		(0.80		(0.51
Weighted<br> average number of shares outstanding - Basic and Diluted		5		16,027,267		15,634,944		15,923,921		15,600,100

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

InterimCondensed Consolidated Statements of Shareholders’ Equity (Deficiency)

(Unaudited)

(Expressedin United States Dollars)


	#
Balance,<br> as at August 31, 2021	15,543,309		122,741,230	-	17,819,933	(2,324,025	(112,814,973	25,422,165	143,379	25,565,544
Share-based<br> payments	-		-	-	2,576,412	-	-	2,576,412	-	2,576,412
Shares<br> issued on vesting of RSUs	91,635		681,759	-	(681,759	-	-	-	-	-
Non-controlling<br> interest in subsidiary	-		-	-	-	-	-	-	-	-
Net<br> loss for the period	-		-	-	-	-	(8,085,689	(8,085,689	68,638	(8,017,051
Foreign<br> currency translation differences	-		-	-	-	104,859	-	104,859	-	104,859
Balance,<br> as at February 28, 2022	15,634,944		123,422,989	-	19,714,586	(2,219,166	(120,900,662	20,017,747	212,017	20,229,764
Balance,<br> as at August 31, 2022	15,803,875		124,897,859	-	20,351,522	(2,069,219	(127,293,571	15,886,591	-	15,886,591
Beginning<br> balance, value	15,803,875		124,897,859	-	20,351,522	(2,069,219	(127,293,571	15,886,591	-	15,886,591
Share-based<br> payments	-		-	-	2,432,456	-	-	2,432,456	-	2,432,456
Return<br> to treasury - Sideqik acquisition	(9,098	)	-	-	-	-	-	-	-	-
Shares<br> issued on vesting of RSUs	118,433		616,486	-	(616,486	-	-	-	-	-
Shares<br> issued under shares for services	114,057		1,333,334	-	(1,333,334	-	-	-	-	-
Net<br> income for the year	-		-	-	-	-	(12,723,043	(12,723,043	-	(12,723,043
Foreign<br> currency translation differences	-		-	-	-	(227,399	-	(227,399	-	(227,399
Balance,<br> as at February 28, 2023	16,027,267		126,847,679	-	20,834,158	(2,296,618	(140,016,614	5,368,605	-	5,368,605
Ending<br> balance, value	16,027,267		126,847,679	-	20,834,158	(2,296,618	(140,016,614	5,368,605	-	5,368,605

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

InterimCondensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressedin United States Dollars)

	Note		February<br> 28, 2023		February<br> 28, 2022
			For<br> the six months ended
	Note		February<br> 28, 2023		February<br> 28, 2022

OPERATING<br> ACTIVITIES
Net<br> loss for the period				(12,723,043		(8,017,051
Items<br> not affecting cash:
Amortization<br> and depreciation		9,11,12		637,932		2,059,965
Impairment<br> expense				-		266,470
Arbitration<br> settlement reserve		22		967,262		(3,948,608
Gain<br> on modification of debt				(30,688		-
Change<br> in fair value of promissory notes receivable		7		3,757		-
Change<br> in fair value of warrant liability		17		194,035		(3,940,303
Change<br> in fair value of convertible debt		16		1,213,605		(1,976,934
Accretion<br> of debt				-		4,610
Share-based<br> payments		19,<br> 20		2,432,456		2,576,412
Total Adjustments				(7,304,684		(12,975,439
Changes<br> in non-cash working capital:
Restricted<br> cash				-		4,596
Accounts<br> and other receivables				2,136,199		(884,149
Government<br> remittances				(121,007		(393,867
Publisher<br> advance		6		1,373,325		1,526,326
Prepaid<br> expenses and other				948,138		784,145
Held<br> for sale - Eden				-		(275,191
Accounts<br> payable				(1,797,417		2,923,555
Accrued<br> liabilities				(1,133,265		942,053
Players<br> liability account				-		(4,596
Deferred<br> revenue				516,702		(1,469,385
Changes<br>in non-cash working capital				1,922,675		3,153,487
Net<br> cash used in operating activities				(5,382,009		(9,821,952
INVESTING<br> ACTIVITIES
Purchase<br> of property and equipment				(37,131		(47,671
Net<br>cash used in investing activities				(37,131		(47,671
FINANCING<br> ACTIVITIES
Proceeds<br> (payments) on promissory notes payable, net		15		50,053		(38,125
Payments<br> on lease financing		13		(6,690		(141,077
Payments<br> on long-term debt				-		(50,714
Net<br> cash provided by financing activities				43,363		(229,916
Impact<br> of foreign exchange on cash				(237,640		142,443
Change<br> in cash				(5,613,417		(9,957,096
Cash,<br> beginning of period				8,601,706		15,305,996
Cash,<br> end of period				2,988,289		5,348,900

All values are in US Dollars.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

1. Corporate information and going concern

(a)	Corporate<br> information

GameSquare Holdings, Inc. (formerly Engine Gaming & Media, Inc.) (“GameSquare” or the “Company”) is a corporation existing under the Business Corporations Act (British Columbia) (and was originally incorporated under the Business Corporations Act (Ontario) on April 8, 2011). The registered head office of the Company is 2110 Powers Ferry Road, Suite 450, Atlanta Georgia, USA.

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), (NASDAQ: GAME; TSXV: GAME) completed its previously announced plan of arrangement (the “Arrangement”) with GameSquare Esports Inc. (“GSQ”) on April 11, 2023, resulting in the Company acquiring all the issued and outstanding securities of GSQ, see Note 28.

The Company focuses on accelerating new, live, immersive esports and interactive gaming experiences for consumers through its partnerships with traditional and emerging media companies and providing online interactive technology and monetization services.

(b)	Going<br> concern

These interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern, and therefore be required to realize its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying consolidated financial statements. Such adjustments could be material. It is not possible to predict whether the Company will be able to raise adequate financing or to ultimately attain profit levels of operations.

The

Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $140,016,614 as of February 28, 2023 (August 31, 2022 –$127,293,571). The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute its business strategy or be successful in future financing activities. As of February 28, 2023, the Company had a working capital deficiency of $12,328,068 (August 31, 2022 – working capital surplus of $233,920) which is comprised of current assets less current liabilities. The Company also faces uncertain future impacts from COVID-19, see Note 3(b).

These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business.

Prior

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GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

2. Basis of preparation

(a)	Statement<br> of compliance

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). These unaudited interim condensed consolidated financial statements are prepared on a basis consistent with the accounting policies disclosed in the audited consolidated financial statements for the fiscal year ended August 31, 2022; and should be read in conjunction with those audited consolidated financial statements. Interim results are not necessarily indicative of the results expected for the fiscal year.

These interim condensed consolidated financial statements were authorized for issuance by the Board of Directors of the Company on April 17, 2023.

(b)	Basis<br> of consolidation

The interim condensed consolidated financial statements comprise the accounts of the Company and its controlled subsidiaries. The financial statements of subsidiaries are included in the interim condensed consolidated financial statements from the date that control commences until the date that control ceases. Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies. Unrealized gains arising from transactions with equity accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

The Company’s material subsidiaries as of February 28, 2023, are as follows:

Schedule of material subsidiaries

Name<br> of Subsidiary				Functional<br> <br>Currency
Frankly<br> Inc.	Canada	100	%	Canadian<br> Dollar
Stream<br> Hatchet S.L.	Spain	100	%	Euro
SideQik,<br> Inc.	USA	100	%	US<br> Dollar

Non-controlling interests are measured initially at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition. Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

| Page **10** of **44** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

(c)	Functional<br> and presentation currency

The functional currency of the Company is the US Dollar (“USD). The functional currencies of the Company’s subsidiaries are disclosed in Note 2(b). The presentation currency of the interim condensed consolidated financial statements is the US Dollar (“USD”).

(d)	Income<br> taxes

The Company had no income tax expense for the six months ended February 28, 2023, and 2022. As of February 28, 2023, deferred tax assets have not been recognized because it has not been determined as probable that future taxable profit will be available against which the Company can utilize the benefits therefrom.

3. Significant judgments, estimates and assumptions

The preparation of these interim condensed consolidated financial statements requires management to make judgments and estimates and form assumptions that affect the reported amounts of assets and liabilities at the date of the interim condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Such estimates primarily relate to unsettled transactions and events as at the date of the interim condensed consolidated financial statements.

On an ongoing basis, management evaluates its judgments and estimates in relation to assets, liabilities, revenues, and expenses. Management uses historical experience and various other factors it believes to be reasonable under the given circumstances as the basis for its judgments and estimates. Actual outcomes may differ from these estimates under different assumptions and conditions. Significant estimates and judgments made by management in the preparation of these interim condensed consolidated financial statements are outlined below.

The assessment of the Company’s ability to execute its strategy by funding future working capital requirements involves judgment. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. There is a material uncertainty regarding the Company’s ability to continue as a going concern.

| Page **11** of **44** |

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GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

(a)	Significant<br> estimates and critical judgments

Information about significant estimates and critical judgements in applying accounting policies that have the most significant effect on the amounts recognized in the interim condensed consolidated financial statements is included in the following notes:

Note 1	Going<br>concern;
Note 26	Expected<br> credit losses;
Note 17	Valuation<br> of warrant liability;
Notes 10 and 11	Goodwill<br> and intangible assets;
Notes 19 and 20	Valuation<br> of share-based payments;
Note 16	Valuation<br> of convertible debt; and
Note 22	Contingencies.
(b)	Uncertainty<br> about the effects of COVID-19
---	---

The global COVID-19 pandemic remains an evolving situation. The Company will continue to actively monitor the developments of the pandemic and may take further actions that could alter business operations as may be required by federal, state, local, or foreign authorities, or that management determines are in the best interests of our employees, customers, partners, and shareholders. It is not clear what effects any such potential actions may have on the Company’s business, including the effects on our employees, players and consumers, customers, partners, development and content pipelines, the Company’s reputation, financial condition, results of operations, revenue, cash flows, liquidity, or stock price.

4. Changes in significant accounting policies

Future accounting pronouncements

The following standards have not yet been adopted and are being evaluated to determine their impact on the Company:

Amendmentsto IAS 1 - Classification of liabilities as current or non-current

Amendmentsto IAS 1 - Non-current Liabilities with Covenants

Amendmentsto IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies

Amendmentsto IAS 8 - Definition of Accounting Estimates

Amendmentsto IAS 12 Income Taxes - Deferred Tax Related to Assets and liabilities Arising from a Single Transaction

Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or the Company is still assessing what the impact will be to the Company’s financial statements.

| Page **12** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

5. Net income (loss) per share

Basic net income (loss) per share is calculated using the weighted-average number of common shares outstanding during each period. Diluted net income (loss) per share assumes the conversion, exercise, or issuance of all potential common share equivalents unless the effect is to reduce the loss or increase the income per share. For purposes of this calculation, stock options, warrants and RSU’s are potential common shares and are only included in the calculation of diluted net income (loss) per share when their effect is dilutive.

Due

to the net loss from continuing operations during the three and six months ended February 28, 2023, and 2022 all outstanding options, restricted share units and warrants were excluded from diluted weighted-average common shares outstanding as their effect was anti-dilutive. Weighted average common shares outstanding for the three and six months ended February 28, 2023, were 16,027,267 and 15,923,921, respectively (February 28, 2022- 15,634,944 and 15,600,100), respectively.

6. Accounts, other receivables, and publisher advance

(a)	Accounts<br> and other receivables

The Company’s accounts and other receivables are comprised of the following:

Schedule of accounts and other receivables



Trade<br> accounts receivable
Other<br> receivables
Allowance<br> for doubtful accounts	)	)
Total accounts and other<br> receivables

All values are in US Dollars.

A continuity of the Company’s allowance for doubtful accounts is as follows:

Schedule of allowance for doubtful accounts



Balance,<br> August 31,	)	)
Provision,<br> bad debt expense	)
Write-offs
Balance,<br> February 28,	)	)

All values are in US Dollars.

(b)	Publisher<br> advance

On February 7, 2021, the Company’s subsidiary Frankly Media LLC, amended its commercial agreement with its largest publisher, which secured a long-term extension. The contract is expected to go through January 2024. One of the key terms of the amended agreement required the Company to advance $6 million of revenue sharing payments to the publisher under the following schedule:

(i)	$4<br> million within one day of execution of the amendment;
(ii)	$1<br> million on or before February 28, 2021; and
(iii)	$1<br> million on or before March 31, 2021.

| Page **13** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The advance is to be recouped through additional withholding on future advertising revenue share payments made to the publisher, beyond Frankly’s share, and is effective for amounts billed for periods February 1, 2021, forward.

As

of February 28, 2023, $6 million had been advanced to the publisher and $5,882,677 had been recouped through the process explained above. As of February 28, 2023, a net amount of $117,323 was outstanding on the advance.

The breakout of the publisher advance into current and non-current portions is based on an estimate of advertising billings over the next twelve months and the resulting additional withholding on the related advertising revenue share payments.

7. Promissory notes receivable at FVTPL

Schedule of promissory notes receivable ****

	Promissory<br> notes receivable

Balance,<br> August 31, 2022
Payments		)
Change<br> in fair value		)
Effect<br> of foreign exchange
Balance,<br> February 28, 2023

All values are in US Dollars.

To

facilitate the sale of Eden Games, under a separate agreement, the Company agreed to purchase Euro- denominated 6% promissory notes amounting to Euro 1,453,154 ($1,585,783) that were due to the former co-founders of Eden Games from third parties. Euro 1,081,081 ($1,181,005) of the consideration was paid on the closing of the sale with the remainder due in two equal payments on April 4, 2023, and October 6, 2023. As of February 28, 2023, the remaining fair value of the promissory notes receivable is $0.

8. Investment at FVTPL

On

August 25, 2020, the Company acquired a 20.48% interest in One Up Group, LLC (“One Up”). One Up operates a mobile app which allows gamers to organize and play one-on-one matches with other gamers and compete for money.

The

fair value of the Company’s investment in One Up is estimated at each reporting period, with reference to valuations underlying privately placed financing transactions closed by One Up and is classified with a level 3 in the fair value hierarchy, see Note 25. The fair value of this investment was $2,629,851 on February 28, 2023, and August 31, 2022.

| Page **14** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

9. Property and equipment

A continuity of the Company’s property and equipment is as follows:

Disclosure of detailed information about property plant and equipment

Cost

August<br> 31, 2021 ****
Additions
Impairment	)			)
Held<br> for sale - Eden Games	)	)	)	)
Foreign<br> exchange		)	)	)
February<br> 28, 2022 ****
August<br> 31, 2022
Property and equipment, cost, beginning balance
Additions
Foreign<br> exchange		)		)
February<br> 28, 2023
Property and equipment, cost, ending balance

All values are in US Dollars.

Accumulated<br> depreciation

August<br> 31, 2021 ****
Depreciation
Held<br> for sale - Eden Games	)	)	)	)
Foreign<br> exchange	)	)	)	)
February<br> 28, 2022 ****
August<br> 31, 2022 ****
Accumulated depreciation, beginning balance
Depreciation
Foreign<br> exchange		)		)
February<br> 28, 2023
Accumulated depreciation, ending balance

All values are in US Dollars.

Net<br> book value	Leasehold<br> improvements	Computer<br> equipment	Furniture<br> and fixtures	Total

August<br> 31, 2022
Property and equipment, net book value
February<br> 28, 2023
Property and equipment, net book value

All values are in US Dollars.

| Page **15** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

10. Goodwill

A continuity of the Company’s goodwill is as follows:

Disclosure of detailed information about goodwill



Balance,<br> August 31,
Held<br> for sale - Eden Games		)
Effect<br> of foreign exchange	)	)
Balance,<br> February 28,

All values are in US Dollars.

Intangible assets

A continuity of the Company’s intangibles is as follows:

Schedule of detailed information about intangible assets

Accumulated<br> amortization

August<br> 31, 2021
Amortization
Held<br> for Sale - Eden	)	)	)	)	)
Foreign<br> exchange	)	)	)	)	)
February<br> 28, 2022
August<br> 31, 2022
Accumulated amortization, beginning balance
Amortization
Foreign<br> exchange		)	)		)
February<br> 28, 2023
Accumulated<br> amortization, ending balance

All values are in US Dollars.

Net<br> book value	Patents	Application<br> Platforms	Software	Brand	Customer<br> Lists and Contracts	Total

August<br> 31, 2022
Intangible assets,<br> beginning balance
February<br> 28, 2023
Intangible assets, ending balance

All values are in US Dollars.

| Page **16** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Right-of-use assets

A continuity of the Company’s right-of-use assets is as follows:

Schedule of detailed information about right-of-use assets



Balance,<br> August 31,
Right-of-use<br> assets, beginning balance
Depreciation	)	)
Held<br> for sale - Eden Games		)
Effect<br> of foreign exchange		)
Balance,<br> February 28,
Right-of-use<br> assets, ending balance

All values are in US Dollars.

Right of use assets consist primarily of leases for corporate office facilities and are amortized monthly over the term of the lease, or useful life, if shorter.

Lease liabilities

Lease liabilities are measured at the present value of the lease payments that were not paid at the financial statement date. The lease payments are discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The continuity of the lease liabilities is presented in the table below:

Disclosure of detailed information about continuity of the lease liabilities



Balance,<br> August 31, 2021
Held<br> for sale - Eden Games		)	)
Interest<br> expense
Payments	)	)	)
Effect<br> of foreign exchange		)	)
Balance,<br> February 28, 2022
Balance,<br> August 31, 2022
Lease<br> liabilities, beginning balance
Acquired
Disposal<br> of Eden Games
Interest<br> expense
Payments	)		)
Balance,<br> February 28, 2023
Lease<br> liabilities, ending balance

All values are in US Dollars.

| Page **17** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The Company’s lease obligation is classified between current and non-current liabilities as follows:

Disclosureof detailed information about lease obligation classified between current and non-current

	Equipment	Office<br> lease	Total

As<br> of February 28, 2022:
Less<br> than one year
Greater<br> than one year
Total<br> lease obligation

All values are in US Dollars.

	Equipment	Office<br> lease	Total

As of February 28,<br> 2023:
Less<br> than one year
Total<br> lease obligation

All values are in US Dollars.

The future minimum undiscounted lease payments as of February 28, 2022, are presented below:

Disclosure of detailed information about future minimum undiscounted lease payments

	Equipment		Office<br> lease		Total
Less<br> than one year		5,575		404,271		409,846
Total<br> undiscounted lease obligation		5,575		404,271		409,846

Players liability account

The Players liability account consists of UMG and Winview cash deposited by players, plus any prize winnings, less any fees for match game play and withdrawal requests processed to date. As of February 28, 2023, the players liability account balance is the total amount payable if all players were to request closure of their accounts. As of February 28, 2023, the players account liability and corresponding restricted cash balances were the same.

Promissory notes payable and other borrowings

(a)	Promissory<br> notes

The

Company has promissory notes with a balance of $200,000 (August 31, 2022 – $200,000) that are unsecured, due on demand, and bear interest at 18%. As of February 28, 2023, interest of $159,232 has been accrued (August 31, 2022 – $141,940).

The

Company, through its WinView subsidiary, has a secured promissory note outstanding for amounts due for the provision of services by the noteholder. As of February 28, 2023, $462,583 was due under the note (August 31, 2022 – $429,822). The note is secured by the assets of WinView, bears interest at 8%, and is currently due.

(b)	Paycheck<br> Protection Program (the “PPP”) loans

During

April and May 2020, the Company entered into promissory notes (the “Notes”) with three banks. The Notes evidence loans to the Company of $1,589,559 pursuant to the PPP of the CARES Act administered by the U.S. Small Business Administration (the “SBA”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the loans exclusively for qualified expenses under the PPP, including payroll costs, rent and utility costs, as further detailed in the CARES Act and applicable guidance issued by the SBA.

| Page **18** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Interest

will accrue on the outstanding balance of the Notes at a rate of 1.00% per annum. However, the Company expects to apply for and receive forgiveness of up to all amounts due under the Notes, in an amount equal to the sum of qualified expenses under the PPP during the twenty-four weeks following disbursement.

Subject to any forgiveness granted under the PPP, the Notes are scheduled to mature in April 2022 and require 18 equal monthly payments of principal and interest beginning November 2020. The Notes may be prepaid at any time prior to maturity with no prepayment penalties. The Notes provide for customary events of default, including, among others, those relating to failure to make payments, bankruptcy, breaches of representations, significant changes in ownership, and material adverse effects. The Company’s obligations under the Notes are not secured by any collateral.

Upon the receipt of the proceeds of $1,589,559 from the Notes, the Company accounted for the Notes as a grant in the form of forgivable loan and recorded the amount as a deferred income liability. The liability was reduced as the Company recognized expenses which qualified for forgiveness of the loan. As of February 28, 2023, the Company had incurred greater than $1,589,559 of qualifying expenses and therefore had a remaining deferred income liability of $nil. The Company recognized the impact of the loan forgiveness as an offset against related salaries and wages expense, in the consolidated statement of income (loss) and comprehensive income (loss) for the year ended August 31, 2020. As of February 28, 2023, $209,875 has not been formally forgiven.

Convertible debt

The continuity of convertible debt for the six months ended February 28, 2023, and 2022, is as follows:

Schedule of detailed information about continuity of convertible debt



Balance,<br> August 31, 2021			6,939,941
Interest<br> expense			250,000
Accrued<br> interest on conversion / interest payments			(375,000	)	)
Effect<br> of foreign exchange	)		-		)
Principal<br> and interest at maturity		)	-		)
Gain<br> on modification of debt		)	-		)
Change<br> in fair value	)	)	(1,449,852	)	)
Balance,<br> February 28, 2022			5,365,089

All values are in US Dollars.



Balance,<br> August 31, 2022		4,983,236
Interest<br> expense		250,000
Accrued<br> interest on conversion / interest payments		(375,000	)	)
Principal<br> and interest at maturity	)	-		)
Gain<br> on modification of debt	)	-		)
Change<br> in fair value		292,193
Balance,<br> February 28, 2023		5,150,429

All values are in US Dollars.

| Page **19** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The Company’s convertible debt obligations are classified between current and non-current liabilities on February 28, 2023, as follows:

Disclosure of detailed information for convertible debt obligations are classified between current and non-current liabilities

	2020<br> Series	EB<br> CD	Total

As of February 28,<br> 2023:
Less<br> than one year
Greater<br> than one year
Total<br> convertible debt obligation

All values are in US Dollars.

(a)	2020<br> Series

The 2020 Series debentures will mature twenty-four (24) months from the date of issuance and bear interest at a rate of 5% per annum (subject to adjustment as described below), payable on maturity. At the Company’s option, interest under the 2020 Series debentures is payable in kind in common shares at an issue price which would be based on the trading price of the common shares at the time of such interest payment. The interest rate under the 2020 Series debentures will increase from 5% to 10% per annum on a prospective basis on December 19, 2020, if a public offering has not occurred by that date.

The

2020 Series debenture holders may convert all or a portion of the principal amount of the debentures into units (“Units”) of the Company at a price (the “Conversion Price”) equal to the lesser of (a) $11.25 per Unit, and (b) if such conversion occurs after a public offering of securities by the Company (the “Public Offering”), a fifteen percent (15%) discount to the public offering price, provided that such conversion price shall not be less than $7.50 per Unit.

Notwithstanding

the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the United States of the common shares (“Common Shares”) of the Company and the exercise of warrants (the “Warrants”) of the Company to be issued pursuant to the conversion of the 2020 Series debentures, holders of 2020 Series debentures may convert such debentures into Units at $7.50 per Unit.

Each

Unit is comprised of one common share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company at an exercise price of $15.00 per share for a period of three years from the issuance of the 2020 Series debentures. Under certain circumstances, the Company shall be entitled to call for the exercise of any outstanding Warrants in the event that the closing trading price of the Company common shares on the NASDAQ is above $30.00 per share for fifteen (15) consecutive trading days.

In

the event that the Company’s common shares are listed for trading on the NASDAQ Capital Market and the Company completes a Public Offering for an aggregate amount of at least US$30,000,000, the Company may cause the 2020 Series debentures to be converted at the Conversion Price by the Company delivering a notice to the holder not less than a minimum of 30 days and a maximum 60 days prior to the forced conversion date.

(b)	2020<br> Series – Standby

In September 2020, the Company entered into an $8,000,000 stand-by convertible debenture facility (the “2020 Series Standby” debentures). The 2020 Series Standby Debenture has substantially similar terms as the 2020 Series debentures, except the following: (i) the references to a minimum $7.50 conversion price (as described above) have been changed to $8.90; and (ii) the 2020 Series Standby debentures are only convertible into common shares of the Company, not units. In November 2020, the Company issued 224,719 warrants in connection with this first draw of $2,000,000 of the Standby Debentures, with each warrant exercisable into one common share the Company at an exercise price of $15.00 per share for a period of two years, subject to the same acceleration clause as the warrants underlying the 2020 Series debentures.

| Page **20** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The

proceeds of $2,000,000 from the first draw were allocated between convertible debt and warrant liability with $1,381,084 allocated to convertible debt and $618,916 allocated to the 224,719 warrants issued.

The

remaining $6,000,000 of convertible debentures that are issuable under this facility have substantially similar terms as the 2020 Series debentures, including conversion into units consisting of one share and one-half warrant, provided that the conversion price of any additional convertible debentures will be based on the market price of the common shares at the time of such subscriptions and are subject to TSX-V approval.

On

September 1, 2022, the Company extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. The original convertible debentures had an annual interest rate of 10% per annum and a conversion price of US$8.90 per share. This modification was with a related party (Note 25) The modification consists of extension of the maturity date from November 20, 2022, to August 25, 2025, an interest rate reduction of 3%, and a decrease in the conversion price of $7.80 constituting a substantial modification from a qualitative perspective. This means that the original convertible debt was effectively extinguished at the carrying value and replaced by the fair value of the modified certificate. The difference of $20,999 between the carrying value of the original instruments and the fair value of the new instrument was recognized in profit or loss. Fair value was estimated using a binomial lattice method. The key assumptions used included share price of $.72, conversion price of $1.10, 3-year term, 7% interest rate, expected volatility of 100%, 3.51% risk free interest rate and 0% expected dividend yield. No costs or fees were incurred for this modification.

The remaining $750,000 principal value of the Company’s 2020 Series convertible debt that was due to mature in November 2022 was either settled by offset against the Company’s promissory notes receivable or amended. Two of the three parties holding the convertible debt agreed to allow the Company to offset principal of $500,000 and interest of $91,781 due at maturity against the Company’s promissory notes receivable (Note 7). The remaining $250,000 principal value convertible debt was amended to extend the maturity date to February 28, 2023, with all other terms remaining unchanged. The modification of the certificate in the principal amount of $250,000 consisting of extension of the maturity date from November 20, 2022, to February 28, 2023, is not a substantial modification from a qualitative perspective. However, the Company elected to designate this financial instrument at FVTPL, which is consistent with similar financial instruments. The original convertible debt was revalued at fair value on the modification date. The difference of $9,689 between the carrying value of the original instruments and the fair value of the modified instrument was recognized in profit or loss. . Fair value was estimated using a binomial lattice method. The key assumptions used included share price of $.67, conversion price of $8.90, 3-month term, 10% interest rate, expected volatility of 90%, 4.01% risk free interest rate and 0% expected dividend yield. No costs or fees were incurred for this modification.

| Page **21** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

As of February 28, 2023, the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions:

Disclosure of detailed information about fair value of convertible debentures

2020<br> Series
Share<br> price
Conversion price
Term,<br> in years
Interest<br> rate	%	%
Expected<br> volatility	%	%
Risk-free<br> interest rate	%	%
Expected<br> dividend yield	%	%

All values are in US Dollars.

(c)	EB<br> CD

On

February 24, 2021, the Company extinguished the Amended EB Loan and issued the Lender a secured convertible debenture in the principal amount of $5 million (the “EB CD”). The EB CD is convertible into units of the Company at a conversion price of $10.25 per unit, with each unit comprised of one common share and one-half of a warrant, with each whole warrant exercisable into a common share at an exercise price of $15.00 per share for a period of three years from the issuance of the EB CD. The EB CD has a term of three years. The convertible debenture is secured by the Company’s real and personal property, fixtures, leasehold improvements, trade fixtures, equipment, and other personal property as well as all general intangibles relating to or arising from the personal property.

As of February 28, 2023, the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions:

Disclosure of detailed information about fair value of convertible debentures

EB<br> CD
Share<br> price
Conversion price
Warrant<br> exercise price
Term,<br> in years
Interest<br> rate	%	%
Expected<br> volatility	%	%
Risk-free<br> interest rate	%	%
Expected<br> dividend yield	%	%

All values are in US Dollars.

| Page **22** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

(d)	Fair<br> value

The following table gives information about how the fair values of these financial liabilities are determined (in particular, the valuation technique and key inputs used).

Disclosure of key inputs of convertible debt

Financial assets / financial liabilities	Valuation technique	Key Inputs	Relationship and sensitivity of unobservable inputs to fair value to fair value
Convertible<br> debt	The<br> fair value of the convertible debentures as of February 28, 2023 has been calculated using a binomial lattice methodology.	Key<br> observable inputs	The<br> estimated fair value would increase (decrease) if:
		Share<br> price CAD $2.33 (USD $1.71)	The<br> share price was higher (lower)
		Risk-free<br> interest rate (4.60% to 4.96%)	The<br> risk-free interest rate was higher (lower)
		Dividend<br> yield (0%)	The<br> dividend yield was lower (higher)
		Key unobservable inputs
		Credit<br> spread (3.43% to 4.49%)	The<br> credit spread was lower (higher)
		Discount<br> for lack of marketability (0%)	The<br> discount for lack of marketability was lower (higher)
Convertible<br> debt	The<br> fair value of the convertible debentures as of August 31, 2022 has been calculated using a binomial lattice methodology.	Key<br> observable inputs	The<br> estimated fair value would increase (decrease) if:
		Share<br> price CAD$.94 (USD $.72)	The<br> share price was higher (lower)
		Risk-free<br> interest rate (2.85% to 3.45%)	The<br> risk-free interest rate was higher (lower)
		Dividend<br> yield (0%)	The<br> dividend yield was lower (higher)
		Key unobservable inputs
		Credit<br> spread (10.13% to 13.56%)	The<br> credit spread was lower (higher)
		Discount<br> for lack of marketability (0%)	The<br> discount for lack of marketability was lower (higher)

| Page **23** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Warrant liability

Liability measured warrants having CAD exercise price

The following tables reflect the continuity of the Company’s liability measured warrants for the six months ended February 28, 2023, and 2022:

Schedule of measured warrants

	Amount

Balance<br> at August 31, 2021
Change<br> in fair value		)
Foreign<br> exchange		)
Balance,<br> February 28, 2022

All values are in US Dollars.

	Amount

Balance<br> at August 31, 2022
Change<br> in fair value
Foreign<br> exchange		)
Balance,<br> February 28, 2023

All values are in US Dollars.

The following tables reflects the continuity of the Company’s outstanding liability warrants for the six months ended February 28, 2023, and 2022:

Schedule of outstanding warrants

	Number<br> of		Weighted-average
			exercise<br> price
	warrants		CAD
	#
Outstanding,<br> August 31, 2021		1,452,843
Expired		-
Outstanding<br> as of February 28, 2022		1,452,843

All values are in US Dollars.

				Weighted-average
	Number<br> of			exercise<br> price
	warrants			CAD
	#
Outstanding,<br> August 31, 2022		1,329,684
Expired		(29,066	)
Outstanding<br> as of February 28, 2023		1,300,618

All values are in US Dollars.

| Page **24** of **44** |

| --- |

GameSquare Holdings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The following table reflects the liability measured warrants issued and outstanding as of February 28, 2023:

Schedule of warrants issued and outstanding

			Warrants<br> outstanding
Expiry<br> date	Number<br> outstanding		Average exercise price<br> <br>CAD		Average<br> remaining contractual life (years)
March<br> 20, 2023		27,777		13.50		0.05
March 30, 2023		46,909		13.50		0.08
March 31, 2023		17,222		13.50		0.08
May 27, 2023		130,304		13.50		0.24
July 8, 2024		445,982		7.50		1.36
July 25, 2024		401,624		7.50		1.41
August<br> 8, 2024		230,800		7.50		1.44
		1,300,618	$	8.53		1.19

As

at February 28, 2023, the fair value of the 1,300,618

warrants outstanding

(August 31, 2022 – 1,329,684

)

was determined to be $242,322

(August 31, 2022 –

$49,894

)

as calculated using the Black Scholes option pricing model with the following range of assumptions: 0.05

– 1.44

years (August 31, 2022 –

0.30

– 1.65

years) as expected average

life; share price of CAD$2.33

(August 31, 2022 –

CAD$8.93

);

exercise price of CAD$7.50

– CAD$13.50

(August 31, 2022 –

CAD$7.50

– CAD$27.00

); 90% expected volatility (August 31, 2022 – 90

%);

risk free interest rate of 4.84

%

(August 31, 2022 – 3.61

%

3.87 %); and an expected dividend yield of 0%.

If

all liability measured warrants outstanding and exercisable as of February 28, 2023, were exercised, the Company would receive cash from exercise of approximately $8.2 million.

Equitymeasured warrants having USD exercise price

The

Company’s 3,511,577 equity measured warrants as of February 28, 2023, and 3,736,296 as of August 31, 2022, had an average weighted-average exercise price of $15.

The following table reflects the equity measured warrants issued and outstanding as of February 28, 2023:

			Warrants<br> outstanding
Expiry<br> date	Number<br> outstanding		Average<br> exercise price	Average<br> remaining contractual life (years)
January<br> 8, 2024		1,868,787			1.11
January 22, 2024		522,898			1.15
February 24, 2024		1,058,227			1.24
August 19, 2024		49,999			1.72
September<br> 15, 2024		11,666			1.79
		3,511,577			1.16

All values are in US Dollars.

If

all equity measured warrants outstanding and exercisable as of February 28, 2023, were exercised, the Company would receive cash from exercise of approximately $52.7 million.

| Page **25** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Share capital

(a)	Authorized

The Company is authorized to issue an unlimited number of common shares and an unlimited number of preference shares.

(b)	Issued<br> and outstanding, common shares

Schedule of shares issued and outstanding

	Shares
	#
Balance, August 31, 2021		15,543,309
Shares issued on vesting of RSUs		91,635
Return to treasury - Sideqik acquisition		(9,098	)
Shares issued under shares for services		114,057
Balance, February 28, 2022		15,634,944

All values are in US Dollars.

	Shares
	#
Balance, August 31, 2022		15,803,875
Return to treasury - Sideqik acquisition		(9,098	)
Shares issued on vesting of RSUs		118,433
Shares issued under shares for services		114,057
Balance, February 28, 2023		16,027,267

All values are in US Dollars.

(c)	Activity<br> for the period

During

the six months ended February 28, 2023, 9,098 shares related to the completion of the Sideqik acquisition were returned to the Company. The Company issued 118,433 common shares upon vesting of an equal number of RSUs, see (Note 20) and 114,057 shares for services provided by certain officers of Sideqik.

During

the six months ended February 28, 2022, the Company issued 91,635 common shares upon vesting of an equal number of RSUs, see (Note 20).

Stock options

On October 6, 2021, the Company adopted an amended and restated equity incentive plan (“Omnibus Plan”), which amends and restates the equity incentive plan which was previously established as of July 15, 2020. Under the amendments, there were no changes in the terms of previously issued awards. Under the Omnibus Plan, the total number of common shares reserved and available for grant and issuance pursuant to stock options shall not exceed 10% of the then issued and outstanding shares.

Options may be exercisable over periods of up to 10 years as determined by the Board of Directors of the Company and the exercise price shall not be less than the closing price of the shares on the day preceding the award date, subject to regulatory approval.

| Page **26** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The following table reflects the continuity of stock options for the six months ended February 28, 2023, and 2022:

Disclosure of detailed information about number and weighted average exercise prices of share options

				Weighted-average
	Number of<br> stock options			Exercise price	Grant-date fair value	Remaining<br> contractual <br> term
	#					(yrs.)
Balance, August 31, 2021		692,938					4.46
Granted		28,750
Forefitures		(1,564	)
Balance, February 28, 2022		720,124					4.08
Balance, August 31, 2022		1,143,182					5.64
Granted		637,176
Cancelled		(229,600	)
Forefitures		(41,100	)
Balance, February 28, 2023		1,512,787					5.33
Exercisable as of February 28 2023		1,089,319					5.30

All values are in US Dollars.

On

December 2, 2022, the Company completed an option repricing in which 266,160

options were exchanged or

36,561

with an exercise price of

$.65

,

the exchanged options were at various exercise prices above $.65 .

| Page **27** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The following tables reflect the stock options issued and outstanding as of February 28, 2023:

Disclosure of detailed information about options issued and outstanding

Expiry date
April 1, 2023	1,800	0.09
August 25, 2025	340	2.49
February 10, 2026	1,338	2.95
May 23, 2026	9	3.23
June 24, 2026	15,009	3.32
July 2, 2026	4,502	3.34
August 20, 2026	1,000	3.48
March 3, 2027	1,003	4.01
November 3, 2027	133	4.68
November 7, 2029	13,250	6.70
June 14, 2031	10,683	8.30
November 23, 2031	10,000	8.74
January 31, 2027	1,500	3.93
April 12, 2027	100,000	4.12
August 10, 2027	100,000	4.45
September 30, 2027	68,500	4.59
October 31, 2027	96,176	4.67
December 2, 2027	472,500	4.76
May 26, 2029	615,044	6.24
	1,512,787	5.33

All values are in US Dollars.

Of

the 1,512,787 options outstanding as of February 28, 2023 (August 31, 2022 – 1,143,182), 1,089,319 are exercisable as of February 28, 2023 (August 31, 2022 – 555,934). During the six months ended February 28, 2023, share-based compensation expense for the Company’s stock options was $1,868,377 (February 28, 2022 – $1,704,023).

Restricted share units

The Omnibus Plan allows the Company to award restricted share units to officers, employees, directors and consultants of the Company and its subsidiaries upon such conditions as the Board may establish, including the attainment of performance goals recommended by the Company’s compensation committee. The purchase price for common shares of the Company issuable under each Restricted Share Unit (“RSU”) award, if any, shall be established by the Board at its discretion. Common shares issued pursuant to any RSU award may be made subject to vesting conditions based upon the satisfaction of service requirements, conditions, restrictions, time periods or performance goals established by the board.

| Page **28** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The

TSXV requires the Company to fix the number of common shares to be issued in settlement of awards that are not options. The maximum number of common shares available for issuance pursuant to the settlement of RSUs shall be an aggregate of 1,548,174 common shares.

The Company’s outstanding RSUs are as follows:

Disclosure of detailed information about restricted stock units outstanding

	Number
	#
Balance, August 31, 2021		490,174
Granted		100,626
Vested		(91,635	)
Cancelled		(26,520	)
Balance, February 28, 2022		472,645
Balance, August 31, 2022		1,196,211
Granted		160,758
Vested		(118,433	)
Cancelled		(23,294	)
Balance, February 28, 2023		1,215,242

During

the six months ended February 28, 2023, , the Company granted 68,697 to key management employees pursuant to the Company’s incentive plan. The fair value of these RSUs was estimated based on the closing price CAD$.90 for a total fair value of CAD$61,827. These RSUs have a performance condition that the Company estimates will be achieved during the fiscal quarter ending May 31, 2023. The fair value of the 68,697 RSUs will be recognized as share-based compensation over the vesting period of five months. During the period the Company also granted 92,061 RSUs to members of the board of directors pursuant to the Company’s incentive plan. The fair value of these RSUs was estimated based on the closing prices of CAD$.79 for a total fair value of CAD$72,728. The fair value of the RSUs will be recognized as share-based compensation expense over the vesting period, which is approximately ten months.

During

the six months ended February 28, 2022, the Company granted 100,626 to members of the board of directors pursuant to the Company’s incentive plan. The fair value of these RSUs was estimated based on the closing prices of CAD$4.98 to CAD$5.49 for a total fair value of CAD$514,551. The fair value of the RSUs will be recognized as share-based compensation expense over the vesting period, which is approximately twelve months.

During

the six months ended February 28, 2023, and 2022, share-based compensation expense for the Company’s RSUs was $564,079 and 872,295, respectively.

Capital management

The Company considers its capital to be its shareholders’ equity.

As

of February 28, 2023, the Company had shareholders’ equity (deficit) before non-controlling interests of $5,368,605 (August 31, 2022 – equity of $15,886,591). The Company’s objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, utilizing lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

| Page **29** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The Company may also return capital to shareholders through the repurchase of shares, pay dividends, or reduce debt where it determines any of these to be an effective method of achieving the above objective. The Company does not use ratios in the management of its capital. There have been no changes to management’s approach to managing its capital during the six months ended February 28, 2023, and 2022.

Commitments and contingencies

Litigation and arbitration

In

April 2020, the Company announced its renegotiation of the acquisition of Allinsports. The revised purchase agreement provided for the acquisition of 100% of Allinsports in exchange for the issuance of 966,667 common shares of the Company and other consideration, including payments of $1,200,000 as a portion of the purchase consideration. In September 2020, the Company advised the shareholders of Allinsports that closing conditions of the transaction, including the requirement to provide audited financial statements, had not been satisfied.

In

response, in November 2020, the shareholders of Allinsports commenced arbitration in Alberta, Canada seeking, among other things, to compel the Company to complete the acquisition of Allinsports without the audited financial statements, and to issue 966,667 common shares of the Company to those shareholders. As alternative relief, the shareholders of Allinsports sought up to US$20,000,000 in damages. As of August 31, 2020, the Company had recorded an impairment against the entire balance of advances to Allinsports, amounting to $2,625,657. A hearing in this matter was held in May of 2021, and by a decision dated September 30, 2021, the Arbitrator determined that the closing of the transaction had previously occurred and directed the Company to issue the 966,667 common shares. The Company is pursuing regulatory approval to issue the shares and is also pursuing relief against the Allinsports shareholders for various alleged breaches of the share purchase agreement. The Company recognized a liability for the arbitration ruling of $1,659,875, which represents the fair value of the common shares directed to be delivered as of February 28, 2023. The liability is recorded as Arbitration reserve on the Company’s Consolidated Statements of Financial Position. This liability will be adjusted to fair value at the end of each reporting period.

On January 21, 2021, eight former shareholders of Winview filed a Complaint in Delaware Chancery Court against four Winview directors (David Lockton, et al. v. Thomas S. Rogers, et al.) alleging that the defendants breached their fiduciary duties in connection with the sale of Winview to the Company. The relief sought includes rescission of the sale of Winview to the Company and compensatory damages. The defendants have filed a motion to dismiss the claims. By Decision dated March 1, 2022, the Court granted in part and denied in part, the defendants’ Motion to Dismiss the Complaint. Neither the Company nor Winview have been named as parties to this action. Under the March 9, 2020, Business Combination Agreement pursuant to which the Company acquired Winview, the Company agreed to indemnify Winview’s directors for any claims arising out of their service as directors for Winview.

In July of 2021, Winview Inc. filed separate patent infringement lawsuits against DraftKings Inc. and FanDuel, Inc in the United States District Court for the District of New Jersey, alleging that Sportsbook and Daily Fantasy Sports offerings of DraftKings and FanDuel infringe four of Winview’s patents. These actions seek the recovery of damages and other appropriate relief. Draft Kings and FanDuel have filed motions to dismiss, which are pending and the court’s review of these motions has been suspended pending the outcome of inter partes review proceedings filed with the United States Patent Office regarding some of the patents involved in these actions.

| Page **30** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

By

Order to Continue dated May 5, 2022, the Company was substituted in as the plaintiff in a matter pending in the Ontario Superior Court of Justice, seeking recovery of €1,903,153 of principal and additional amounts of accrued interest under promissory notes acquired by the Company. The matter is in the discovery stage.

The outcomes of pending litigations in which the Company is involved are necessarily uncertain as are the Company’s expenses in prosecuting and defending these actions. From time to time the Company may modify litigation strategy and/or the terms on which it retains counsel and other professionals in connection with such actions, which may affect the outcomes of and/or the expenses incurred in connection with such actions.

The Company is subject to various other claims, lawsuits and other complaints arising in the ordinary course of business. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of such matters cannot be determined, it is the opinion of management that the final resolution of these matters will not have a material adverse effect on the Company’s financial condition, operations, or liquidity.

23. Discontinued operations

Winview

During the fourth quarter of fiscal 2022, The Company executed a plan to discontinue operating the Winview business, following a strategic decision to focus the Company’s resources on the key revenue streams of software-as-a-service and advertising. Winview was previously part of the Company’s Gaming segment.

Accordingly, WinView results for the current and comparative periods have been presented as discontinued operations within the Consolidated Statements of Loss and Comprehensive Loss. Winview revenue was previously categorized as Direct to consumer.

During

the three months ended August 31, 2022, the Company recognized patent impairment expense amounting to $5,029,475. The impairment expense reflects the impact of reductions in estimated future net cash flows for certain portfolios that management determined it would no longer allocate resources to in future periods. The impairment expense consisted of the excess of the asset’s recoverable value over its fair value less costs of disposal. The key assumption in calculating the asset’s recoverable value is cash flow projections of $0. The Company recorded impairment losses of $136,331 to write down the right of use asset to fair value less costs of disposal, the remaining book value of these assets is $0. These impairments were recorded in the Gain (loss) from discontinued operations within the Consolidated Statements of Loss and Comprehensive Loss.

| Page **31** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Results from the discontinued operations for Winview and the related cash flows are as follows:

Schedule of discontinued operations

	February 28, 2023			February 28, 2022			February 28, 2023		February 28, 2022
	For the three months ended						For the six months ended
	February 28, 2023			February 28, 2022			February 28, 2023		February 28, 2022

Revenues
Revenue		-			45,136
Operating expenses
Salaries and wages		-			605,264
Consulting		-			388,747
Professional fees		106,958			95,430
Sponsorships and tournaments		-			46,326
Advertising and promotion		-			214,882
Office and general		11,047			152,544
Technology expenses		-			19,537
Amortization and depreciation		-			488,555
Impairment expense		-			-
Restructuring Costs		-			-
Interest expense		9,271			10,063
(Gain) loss on foreign exchange		351			1,218
Non-operational professional fees		50,000			625,944
Net income (loss) from discontinued operations		(177,627	)		(2,603,374	)		)		)

All values are in US Dollars.

Schedule of cash flow in discontinued operation

	February 28, 2023			February 28, 2022
	For the six months ended
	February 28, 2023			February 28, 2022
Net cash provided by (used in) operating activities		(99,525	)		110,929
Net cash used in financing activities		32,761			(106,212	)
Change in cash		(66,764	)		4,717
Cash, beginning of period		20,612			52,746
Cash, end of period		(46,152	)		57,463

UMG

The

Company entered into an agreement on June 13, 2022, to sell certain assets of UMG for $100. On June 30, 2022, the Company completed the sale. Concurrently with the sale agreement the Company entered into a transition services agreement with the purchaser for a total value of $300,000 of which $262,000 has been recognized as additional purchase consideration in other receivables, with payments beginning July 31, 2022, and the remainder to be paid in full, 12 months following the first payment.

Accordingly, UMG results for the current and comparative periods have been presented as discontinued operations within the Consolidated Statements of Loss and Comprehensive Loss. UMG revenue was previously categorized as Direct to consumer.

During

the quarter ended May 2022, the Company recognized impairment expense relating to assets not disposed of in connection with the UMG asset sale amounting to $476,404. The impairment expense reflects the reductions to $0 of the right of use asset, application platform and brand intangible assets, and a group of fixed assets. The impairment expense consisted of the excess of the asset’s carrying values over their fair values less costs of disposal. (Notes 10, 14 and 15). These impairments are recorded in the Gain (loss) from discontinued operations within the Consolidated Statements of Loss and Comprehensive Loss

| Page **32** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Results from the discontinued operations for UMG and the related cash flows are as follows:

Schedule of discontinued operations

	February 28, 2023			February 28, 2022			February 28, 2023		February 28, 2022
	For the three months ended						For the six months ended
	February 28, 2023			February 28, 2022			February 28, 2023		February 28, 2022

Revenues
Revenue		7,022			221,899
Operating expenses
Salaries and wages		1,335			343,458
Consulting		-			-
Professional fees		840			17,666
Sponsorships and tournaments		(121,827	)		189,720			)
Advertising and promotion		126,202			6,212
Office and general		212			20,559
Technology expenses		116			34,533
Amortization and depreciation		6,672			111,764
Impairment expense		-			266,470
Restructuring Costs		-			90,539
Interest expense		120			4,360
(Gain) loss on foreign exchange		(966	)		1,376			)
Net income (loss) from discontinued operations		(5,682	)		(864,758	)				)

All values are in US Dollars.

Schedule of cash flow in discontinued operation

	February 28, 2023			February 28, 2022
	For the six months ended
	February 28, 2023			February 28, 2022
Net cash provided by (used in) operating activities		(8,402	)		(263,996	)
Net cash used in financing activities		-			(43,273	)
Change in cash		(8,402	)		(307,269	)
Cash, beginning of period		109,378			175,296
Cash, end of period		100,976			(131,973	)

Eden Games

The Company committed to a plan to sell Eden Games, S.A. (“Eden Games”) during the second quarter of fiscal 2022, following a strategic decision to focus the Company’s resources on the key revenue streams of direct-to- consumer, software-as-a-service, and advertising. Eden Games was previously part of the Company’s Gaming segment. On April 6, 2022, the Company completed the sale of Eden Games.

To

facilitate the sale of Eden Games, under a separate agreement, the Company agreed to purchase Euro- denominated 6% promissory notes amounting to Euro 1,453,154 ($1,558,319) that were due to the former co-founders of Eden Games from third parties. Euro 1,081,081 ($1,181,005) of the consideration was paid on the closing of the sale with the remainder due in two equal payments on April 4, 2023, and October 6, 2023. The promissory notes receivable was classified at fair value through profit and loss based on management’s expectations about the proposed terms of settlement with the counterparties to the promissory notes and in accordance with the Company’s accounting policies. In November 2022 the Company through a setoff agreement recovered $591,781 (Notes 7 and 16). Currently the fair value of the remaining promissory notes receivable is estimated at $0.

Accordingly, Eden Games’ results for the current and comparative periods have been presented as discontinued operations within the Interim Condensed Consolidated Statements of Income (loss) and Comprehensive Income (loss).

| Page **33** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Results of discontinued operations for Eden and the related cash flows are as follows:

Schedule of discontinued operations

	February 28,<br> 2023		February 28, 2022			February 28,<br> 2023	February 28, 2022
	For the three months ended					For the six months ended
	February 28,<br> 2023		February 28, 2022			February 28,<br> 2023	February 28, 2022

Revenues
Revenue		-		2,223,077
Operating expenses
Salaries and wages		-		891,134
Consulting		-		271,534
Professional fees		-		-
Sponsorships and tournaments		-		-
Advertising and promotion		-		-
Office and general		-		9,602
Technology expenses		-		-
Amortization and depreciation		-		109,894
Share-based payments		-		(46	)			)
Interest expense		-		3,209
(Gain) loss on foreign exchange		-		6,546
Net income (loss) from discontinued operations		-		931,204

All values are in US Dollars.

Schedule of cash flow in discontinued operation

	February 28, 2023	February 28, 2022
	For the six months ended
	February 28, 2023	February 28, 2022

Net cash provided by (used in) operating activities
Net cash used in financing activities			)
Change in cash
Cash, beginning of period
Cash, end of period

All values are in US Dollars.

Motorsport Group

On November 3, 2020, the Company, following a detailed strategic review in connection with the merger of Torque Esports, Frankly and WinView, announced that it has completed the sale of IDEAS+CARS, The Race Media, WTF1, Driver DataDB and Lets Go Racing (collectively the “Motorsport Group”) to Ideas + Cars Holdings Limited, a third party investment group based in the UK. As a result, the Company eliminated its funding obligations related to the cost of maintaining and growing these auto media businesses and certain accrued liabilities. Accordingly, the operational results for this group were presented as a discontinued operation.

| Page **34** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Results of discontinued operations for the Motorsports Group are as follows:

Schedule of cash flow in discontinued operation

	February 28, 2023	February 28, 2022
	For the six months ended
	February 28, 2023	February 28, 2022

Net cash provided by (used in) operating activities
Disposal of Motorsports
Change in cash
Cash, beginning of period
Cash, end of period

All values are in US Dollars.

Segmented information

Information reported to the Company’s Co-Chief Executives, the Chief Operating Decision Makers (“CODM”), for the purposes of resource allocation and assessment of segment performance is focused on the category of services for each type of activity. The principal categories of services are Gaming, Media, Corporate and Other. Discontinued operations have been removed from the segment information and prior periods have been rested to conform with current year presentation. The Group’s reportable segments under IFRS 8 Operating Segments are therefore as follows:

Gaming	-	Services<br> related to competitive organized video gaming or sporting events;
Media	-	Platform and advertising services provided to other broadcasters, primarily local TV and radio broadcasters;
Corporate<br> and Other	-	Services provided to other businesses and other revenues;

The Corporate and Other segment primarily consists of support costs not allocated to the two other segments.

| Page **35** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The following is an analysis of the Company’s revenue and results by reportable segment for the three months ended February 28, 2023:

Schedule of segment reporting

Three months ended

Revenue
External sales
Results
Segment loss		)		)
Central administration costs
Other gains and losses
Finance costs		)
Loss before tax		)	)	)
Income tax
Gain (Loss) for the year from:
Discontinued operations	)			)
Net income (loss)	)	)	)	)

All values are in US Dollars.

The following is an analysis of the Company’s revenue and results by reportable segment for the six months ended February 28, 2023:

Six months ended

Revenue
External sales
Results
Segment loss		)		)
Central administration costs
Other gains and losses
Finance costs		)
Income (loss) before tax		)	)	)
Income tax
Gain (Loss) for the period from:
Discontinued operations	)			)
Net income (loss)		)	)	)

All values are in US Dollars.

| Page **36** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The following is an analysis of the Company’s revenue and results by reportable segment for the three months ended February 28, 2022:

Three months ended

Revenue
External sales
Results
Segment loss	)	)		)
Central administration costs
Other gains and losses			)	)
Finance costs
Loss before tax	)	)	)	)
Income tax
Gain (Loss) for the year from:
Discontinued operations	)		)	)
Non-controlling interest in net loss			)	)
Net income (loss)	)	)	)	)

All values are in US Dollars.

The following is an analysis of the Company’s revenue and results by reportable segment for the six months ended February 28, 2022:

Six months ended

Revenue
External sales
Results
Segment loss	)	)		)
Central administration costs
Other gains and losses			)	)
Finance costs	)
Loss before tax	)	)		)
Income tax
Gain (Loss) for the period from:
Discontinued operations	)-	)	)
Non-controlling interest in net loss			)	)
Net loss	)	)		)

All values are in US Dollars.

Segment loss - Segment loss includes total revenue less operating expenses including the following: salaries and wages, consulting, professional fees, revenue sharing expense, advertising and promotion, office and general, technology expenses, amortization and depreciation and share based payments.

Central administration costs - Central administration costs include corporate operating expenses including the following: salaries and wages, consulting, professional fees, advertising and promotion, office and general, technology expenses, amortization and depreciation and share based payments.

Other gains and losses - Other gains and losses includes gain / loss on foreign exchange, loss on extinguishment of debt, gain on retained interest in former associate, transaction costs, arbitration settlement reserve, impairment expense, restructuring costs, change in fair value of investment at FVTPL, change in fair value of warrant liability and change in fair value of convertible debt.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Finance costs - Finance costs include interest expenses.

Geographical breakdown

Schedule of geographical breakdown

	North America	European Union	Total

August 31, 2022
Assets
Long-term assets
February 28, 2023
Assets
Long-term assets

All values are in US Dollars.

Related party transactions and balances

(a)	Key<br> management compensation

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management for the six months ended February 28, 2023, and 2022, includes the following:

Schedule of compensation award to key management

	February 28,<br> 2023	February 28, 2022	February 28,<br> 2023	February 28, 2022
	For the three months ended		For the six months ended
	February 28,<br> 2023	February 28, 2022	February 28,<br> 2023	February 28, 2022

Total compensation paid to key management
Share based payments

All values are in US Dollars.

Total compensation paid to key management is recorded in consulting fees, salaries and wages and share based payments in the consolidated statement of income (loss) and comprehensive income (loss) for the six months ended February 28, 2023, and 2022.

Amounts

due to related parties as of February 28, 2023, with respect to the above fees were $0 ( August 31, 2022 – $5,588). The amounts due to/from related parties are recorded within accounts payable and accrued liabilities on the consolidated statement of income (loss) and comprehensive income (loss). These amounts are unsecured, non-interest bearing and due on demand.

Convertible debenture with a director of the Company as counterparty

On September 1, 2022, the Company extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. The original convertible debentures had an annual interest rate of 10% per annum and a conversion price of US$8.90 per share. In place of the expiring convertible debentures, the Company has issued a new convertible debenture with an aggregate principal amount of US$1,250,000 which expires on August 31, 2025, carries an annual interest rate of 7% per annum and is convertible into common shares of the Company at a conversion price of US$1.10 per share (Note 16).

| Page **38** of **44** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Each of the expiring convertible debentures and the replacement convertible debenture is beneficially held by a director of the Company. The participation of a director in the amendment of the convertible debentures 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.

Commitment to former holders of WinView to proceeds from the patent portfolio enforcement action

Pursuant to the Business Combination agreement dated March 9, 2020, among the Company, Frankly Inc. and Winview Inc., the Company is required to pay to certain former Winview securities holders (“Stubholders”) fifty percent (50%) of the net license fees, damages awards or settlement amounts collected from third parties in connection with the Winview Patent Portfolio, after deduction of certain expenses. One of the directors of the Company are among the pool of Stubholders.

26. Financial instruments and risk management

(a)	Financial<br> risk management objectives and policies

The Company’s activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit risk, liquidity risk and market risk and other price risk. These financial instrument risks are actively managed by the Company under the policies approved by the Board of Directors. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company. There have been no changes in objectives, policies or how the Company manages these risks.

The Board approves and monitors the risk management processes. The Board’s main objectives for managing risks are to ensure liquidity, the fulfillment of obligations and limited exposure to credit and market risks while ensuring greater returns on any surplus funds.

(b)	Credit<br> risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults. The Company uses information supplied by independent rating agencies where available, and if not available, the Company uses other publicly available financial information and its own records to rate its customers.

Credit risk arises from cash and deposits with banks as well as credit exposure to outstanding receivables, the carrying amounts represent the Company’s maximum exposure to credit risk.

The

Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes an allowance for doubtful accounts that represents its estimate of expected losses in respect of accounts receivable. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. As of February 28, 2023, the allowance for doubtful accounts was $1,181,740 (August 31, 2022-$1,355,638).

The Company’s accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected by adverse economic factors impacting that industry. The Company performs ongoing credit evaluations of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.

| Page **39** of **44** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

As of February 28, 2023, one customer (August 31, 2022 – one) accounted for greater than 10% of the Company’s accounts receivable balance. In total, one customer accounted for 14% and 16% of the Company’s accounts and other receivables balance as of February 28, 2023, and August 31, 2022, respectively. During the six months ended February 28, 2023, one (February 28, 2022 – one) customer represented 62% (February 28, 2022 – 69%) of total revenue.

The below table reflects the aging of the Company’s aging by invoice date of gross trade accounts receivable and allowance for doubtful accounts as of February 28, 2023:

Schedule of trade accounts receivable and allowance for doubtful accounts


Trade accounts receivable	4,159,455		916,511		168,350		83,190		2,117,615		7,445,121
Allowance for doubtful accounts	-		-		-		-		1,181,740		1,181,740
% Allowance	0	%	0	%	0	%	0	%	56	%	16	%

(c)	Liquidity<br> risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities. The Company seeks to ensure that it has sufficient capital to meet short-term financial obligations after taking into account its operating obligations and cash on hand.

The Company’s policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity capital markets, as required.

Schedule of funding available from operations and other sources

	< 1 year	2-5 years

Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Convertible debt

All values are in US Dollars.

| Page **40** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

(d)	Market<br> Risk

Market risk represents the risk of loss that may impact the Company’s financial position, results of operations, or cash flows due to adverse changes in financial market prices, including interest rate risk, foreign currency exchange rate risk, and other relevant market or price risks. The Company does not use derivative instruments to mitigate this risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to fair value risk with respect to debt which bears interest at fixed rates.

Currency Risk

The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments related to cash, accounts and other receivables, and accounts payable

denominated in Euros, as well as debt denominated in Canadian dollars.

(e)	Fair<br> value hierarchy

The following tables combine information about:

●	classes<br> of financial instruments based on their nature and characteristics;
●	the<br> carrying amounts of financial instruments;
●	fair<br> values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
●	fair<br> value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

●	Level<br> 1: unadjusted quoted prices in active markets for identical assets or liabilities;
●	Level<br> 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly;<br> or
●	Level<br> 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Schedule of fair value measurement

Carrying value at February 28, 2023	FVTPL - mandatorily measured	Amortized cost

Financial assets:
Cash
Restricted cash
Accounts and other receivables
Government remittances
Publisher advance
Promissory notes receivable
Investment at FVTPL
Financial<br> assets

All values are in US Dollars.

| Page **41** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

Carrying value at February 28, 2023	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost

Financial liabilities:
Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Warrant liability
Convertible debt
Financial liabilities

All values are in US Dollars.

Carrying<br> value at August 31, 2022
		$
Financial<br> assets:
Cash	-	8,601,706
Restricted<br> cash	-	47,455
Accounts<br> and other receivables	-	8,404,009
Government<br> remittances	-	874,334
Publisher<br> advance	1,490,648	-
Promissory<br> notes receivable	576,528	-
Investment<br> at FVTPL	2,629,851	-
Financial<br> assets	4,697,027	17,927,504

All values are in US Dollars.

Carrying value at August 31, 2022	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost

Financial liabilities:
Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Warrant liability
Convertible debt
Financial<br> liabilities

All values are in US Dollars.

| Page **42** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

A summary of instruments, with their classification in the fair value hierarchy is as follows:

Schedule of hierarchy levels of fair value

	Level 1	Level 2	Level 3	Fair value as of February 28, 2023

Warrant liability
Convertible debt
Publisher advance
Promissory notes receivable
Investment at FVTPL

All values are in US Dollars.

	Level 1	Level 2	Level 3	Fair value as of August 31, 2022

Warrant liability
Convertible debt
Publisher advance
Promissory notes receivable
Investment at FVTPL

All values are in US Dollars.

Some of the Company’s financial assets and financial liabilities are measured at fair value at the end of each reporting period.

27. Restructuring charges

During

the six months ended February 28, 2023, a restructuring provision of $185,539 was made primarily to cover employee related costs for headcount reductions at the Company’s most recently acquired business.

During

the six months ended February 28, 2022, a restructuring provision of $126,286 was made primarily to cover employee related costs for headcount reductions due to shuttering of the UMG business and corporate workforce reductions.

Subsequent events

The Company has evaluated subsequent events from the balance sheet date through April 17, 2023, the date at which the unaudited interim condensed consolidated financial statements were available to be issued and determined there were no additional items to be disclosed except for the transaction described below.

ArrangementAgreement

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), completed its previously announced plan of arrangement with GameSquare Esports Inc. (“GSQ”) on April 11, 2023, resulting in the Company acquiring all the issued and outstanding securities of GSQ. The combined entity is now known as GameSquare Holdings, Inc. with shares traded on the Nasdaq Capital Market and TSX Venture Exchange under the ticker symbol GAME.

| Page **43** of **44** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Notesto the Interim Condensed Consolidated Financial Statements

Forthe three and six months ended February 28, 2023, and 2022

(Unaudited)

(Expressedin United States Dollars)

The

Company and GSQ entered into a definitive arrangement agreement dated December 7, 2022, to combine their businesses via an all-share deal, whereby each common share of GameSquare will be exchanged for 0.08262 common shares of the Company (on a pre-Consolidation basis).

PublicOffering and Share Consolidation

Prior

to the closing of the Arrangement, the Company closed a public offering of 7,673,000 subscription receipts (the “Subscription Receipts”) at an issue price of US$1.25 per Subscription Receipt, including the partial exercise of the over-allotment option, for aggregate gross proceeds of US$9.59 million. As a result of the closing of the Arrangement, the Subscription Receipts were consolidated on the same ratio as the Consolidation (as discussed below) and automatically exchanged on a one-to-one basis for common shares of the Company without any further action on the part of the holder and without payment of additional consideration.

On

April 10, 2023, the Company enacted a reverse stock split to consolidate (the “Consolidation”) the Company’s outstanding common shares on the basis of one new common share for every four existing common shares. As a result, the Company has approximately 12.9 million shares outstanding following completion of the Consolidation, the Arrangement and the conversion of the Subscription Receipts.

GameSquareBoard of Directors and Management Team

The board of directors of GameSquare includes Justin Kenna, Tom Walker, Travis Goff, Jerami Gorman, Tom Rogers (Executive Chairman), Lou Schwartz, and Stu Porter.

The management team of GameSquare includes Justin Kenna as Chief Executive Officer, Lou Schwartz as President, Mike Munoz as Chief Financial Officer, Sean Horvath as Chief Revenue Officer, Paolo DiPasquale as Chief Strategy Officer, Tyler “Ninja” Blevins as Chief Innovation Officer, John Wilk as General Counsel, and Matt Ehrens as Chief Technology Officer.

Sharesfor Debt Settlement

The

Company announced on March 23, 2023, that it has completed its shares for debt transaction whereby an aggregate of US$305,137 of the Company’s outstanding debt was extinguished by way of the issuance of 200,000 common shares in the capital of the Company (the “Shares”) at a deemed price of US$1.525 (CDN$2.04) per Share. The Company has also issued 100,000 common shares to fully settle an outstanding litigation matter. The Shares issued pursuant to the shares for debt transactions are subject to a four month plus one day hold period expiring on July 23, 2023.

| Page **44** of **44** |

| --- |

Exhibit 99.2

GAMESQUARE HOLDINGS, INC.

(formerly Engine Gaming & Media, Inc.)

Management’s Discussion and Analysis

For the three and six months ended

February 28, 2023, and 2022

(Expressedin United States Dollars)

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Introduction

The following Management’s Discussion and Analysis (“MD&A”) is provided to enable a reader to assess the results of operations and financial condition of GameSquare Holdings, Inc. (formerly Engine Gaming & Media, Inc). for the three and six months ended February 28, 2023, and 2022 and should be read in conjunction with the Company’s Interim Consolidated Financial Statements and accompanying notes. The words “we”, “our”, “us”, “Company”, and “GameSquare” refer to GameSquare Holdings, Inc., and its subsidiaries and/or the management and employees of the Company (as the context may require). This MD&A has taken into account information available up to and including April 17, 2023.

Cautionary Note Regarding Forward-Looking Statements

This MD&A contains certain “forward-looking information” and “forward-looking statements” as defined under applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as “expect”, “likely”, “may”, “will”, “should”, “intend”, or “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance or other statements that are not statements of fact. Such forward-looking statements are made as of the date of this MD&A. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to:

●	financial,<br> operational and other projections and outlooks as well as statements or information concerning future operation plans, objectives,<br> performance, revenues, growth, acquisition strategy, profits or operating expenses;
●	our<br> ability to successfully execute our business plan;
●	our<br> intent to complete a private placement of our common shares and common share purchase warrants, and to have a substantial portion<br> of its convertible debt converted to common shares;
●	any<br> expectation of regulatory approval and receipt of certifications with respect to the Company’s current and proposed business<br> transactions;
●	expectations<br> regarding existing products and plans to develop, implement, or adopt new technology or products;
●	expectations<br> regarding the successful integration of the recent acquisition of SideQik, Inc. (“SideQik”);
●	expectations<br> regarding the successful integration of the GameSquare Holdings, Inc. and Engine Gaming & Media, Inc. Arrangement Agreement:
●	the<br> expectation of obtaining new customers for the Company’s products and services, as well as expectations regarding expansion<br> and acceptance of the Company’s brand and products to new markets;
●	estimates<br> and projections regarding the industry in which the Company operates and adoption of technologies, including expectations regarding<br> the growth and impact of esports;
●	requirements<br> for additional capital and future financing options;
●	the<br> risks inherent in international operations;
●	marketing<br> plans;
●	our<br> ability to compete with our competitors and their technologies;
●	our<br> reliance on key executives and the ability to attract and retain qualified personnel;
●	the<br> availability of intellectual property protection for the Company’s products, and our ability to expand and exploit our intellectual<br> property;
●	statements<br> related to the expected or potential impact of the novel coronavirus (“COVID-19”) pandemic;
●	the<br> completion of and our use of the proceeds of any offering; and other expectations of the Company.

| Page **1** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Forward-looking statements contained in this MD&A are based on the assumptions described in this MD&A. Although management believes the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors, both known and unknown, that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, but are not limited to:

●	our<br> ability to obtain additional financing to fund near term operating cash flow deficits and to continue as a going concern;
●	that<br> the projections relating to growth and trends in the industry of the Company and adoption of the technologies underlying the Company’s<br> products are accurate;
●	execution<br> of business plan;
●	the<br> integration of recent acquisitions;
●	the<br> management of growth;
●	reduced<br> cash reserves from future operating losses;
●	failure<br> to compete successfully in various markets;
●	the<br> development of high-quality products;
●	rapid<br> technological changes;
●	proprietary<br> protection and intellectual property disputes;
●	transmission<br> of user data;
●	data<br> collection risk;
●	the<br> condition of the global economy;
●	risks<br> inherent in foreign/international operations;
●	changing<br> governmental regulations;
●	COVID-19<br> related risks;
●	volatility<br> in the market price of the Common Shares;
●	those<br> risks discussed in this MD&A under the heading “Risk Factors”.

These factors are not intended to represent a complete list of the factors that could affect the Company. A more detailed assessment of the risks that could cause actual events or results to materially differ from our current expectations can be found under the heading “Risksand Uncertainties” in this MD&A.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated, or expected. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Although the Company has attempted to identify important factors that could cause actual results to differ materially from forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated, described or intended.

A number of factors could cause actual events, performance, or results to differ materially from what is projected in forward- looking statements. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward-looking statements contained in this MD&A or in any document incorporated by reference herein.

Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. We undertake no obligation to update or revise any forward- looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

We qualify all the forward-looking statements contained in this MD&A by the foregoing cautionary statements.

| Page **2** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Corporate Structure

The Company was formed during the year ended August 31, 2020, with the merger of Torque Esports, Frankly Media and WinView Games, and the acquisition of UMG Media Ltd.(“UMG”). The Company sold its Motorsport Assets in November 2020. The Company acquired SideQik in July 2021. The Company sold Eden Games in April 2022, sold certain assets of UMG in June 2022, and discontinued the operations of the WinView Games business in July 2022.In April 2023 GameSquare Esports Inc. and Engine Gaming and Media, Inc. completed an arrangement agreement, .

Corporate Profile

MarketOpportunity

Digital marketing is centered around identifying media outlets that reflect an organizations customer profile and activating campaigns to drive engagement, conversion, or awareness. Audiences today are incredibly fragmented across numerous devices, publications, and platforms. Therefore, marketers need a plethora of tools and services to identify audiences, activate against them, and measure results to further optimize their campaigns. Marketers have turned to these services at an increased rate, leveraging them in two channels: Programmatic Advertising and Influencer Marketing. Programmatic Advertising and Influencer Marketing are of the fastest growing marketing channels, each with an estimated compound annual growth rate (“CAGR”) of thirteen percent (13%) and twenty-eight percent (28%) from 2021 to 2025 respectively. Influencer marketing has grown at an especially elevated level given the abundance of content and engagement on social media and live-streaming platforms, particularly in the gaming genre. Gaming audiences particularly, are estimated to rise to over 1.4 billion people globally, a fifteen percent (15%) CAGR from 810 million in 2021.With so much growth in digital marketing, the demand for audience discovery, activation, and analytics only continues to increase, representing a large market opportunity for companies participating in this industry.

Monetization

The Company generates revenue through a combination of (i) business-to-business software-as-a-service (“SaaS”) subscription and professional service fees; and (ii) programmatic advertising sales and brand sponsorships. The Company is uniquely positioned with a base of predictable business-to-business revenues and an extensive network of media and gaming publisher relationships. The company participates in large gaming and media industries with strong macro-tailwinds and has positioned itself as a leader and innovator within the space, securing major partnerships with some of the largest organizations in video games, consumer package goods, direct-to-consumer brands, and legacy media providers.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Our Brands

Frankly<br> Media<br><br> <br><br><br> <br>Frankly<br> Media provides a complete suite of content management, video streaming and engagement solutions that give broadcasters and publishers<br> a unified workflow for the creation, management, publishing and monetization of digital content to any device, while maximizing audience<br> value and revenue. Frankly delivers publishers and their audiences the solutions and services to meet the dynamic challenges of a<br> multi-screen content distribution world. Frankly Media’s products include a groundbreaking online video platform for Live,<br> VOD and Live-to-VOD workflows, a full-featured CMS with rich storytelling capabilities, as well as native apps for iOS, Android,<br> Apple TV, Fire TV and Roku. Additionally, Frankly’s in-house team of digital advertising sales and operations experts monetize<br> billions of monthly display and video advertising impressions through programmatic and direct brand sales across client and owned<br> and operated media properties. Frankly has over 1,200 radio, TV and print media brands, including CNN, Newsweek and Vice Media; TV<br> affiliates of NBC, CBS, FOX and ABC, and radio station groups such as Cumulus.
Stream<br> Hatchet<br><br> <br><br><br> <br>Stream<br> Hatchet is a data analytics company based in Terrassa, Spain, providing intelligence for persons and entities involved in video game<br> streaming. Stream Hatchet provides real-time data analytics and viewership information that assists in the development and marketing<br> decisions of the Company’s initiatives. These unique data analytic capabilities provide the Company an edge in accessing sponsorships<br> and promotions from major brands focused on esports, as the Company has proprietary data on esports viewership, brand exposure and<br> sponsorship valuation to quantify the value of our brand exposure on multiple streaming platforms around the globe.<br><br> <br><br><br> <br>Stream<br>Hatchet, through a SaaS offering, also generates significant independent revenue for the Company as a standalone unit without infringing<br>upon its strategic value to the Company. Stream Hatchet provides holistic data to its users, which include streamers, esports organizations<br>and video game producers. Stream Hatchet provides a clearly delineated product offering with a high degree of automation, and a strong<br>pipeline of clients and brands looking for intelligence in the esports & gaming landscape. Stream Hatchet’s innovative reporting<br>and data analytics are unique in the industry, with services and reporting having been sold to major brands in the technology space.<br>Stream Hatchet’s customers include industry leaders such as Microsoft, Allied Esports, Activision and Twitch.
---
Sideqik<br><br> <br><br><br> <br>Sideqik is an influencer marketing platform that offers brands, direct marketers, and agencies tools to discover, connect and execute marketing campaigns with content creators. Sideqik’s end-to-end solutions offer marketers advanced capabilities to discover influencers with demographic and content filtering; connect and message influencers; share marketing collateral such as campaign briefs, photos, logos, videos; measure reach, sentiment, and engagement across all major social media platforms; and evaluate earned media value and return on investment across the entire campaign.

| Page **4** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

The Company regularly assesses its portfolio to ensure strong alignment with stakeholder needs and priorities. Thus, beyond the sale of non-strategic businesses, the company continues to focus on optimizing growth across its portfolio. In addition, the company has taken aggressive cost actions and is effectuating plans to reduce or eliminate substantial expenditures across the Company, and most substantially to its B2C gaming businesses, which will sharply reduce the future overall cash requirements of the company.

Completionof Definitive arrangement agreement

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), completed its previously announced plan of arrangement (the “Arrangement”) with GameSquare Esports Inc. (“GSQ”) on April 11, 2023, resulting in the Company acquiring all the issued and outstanding securities of GSQ. The combined entity is now known as GameSquare Holdings, Inc. with shares traded on the Nasdaq Capital Market and TSX Venture Exchange under the ticker symbol GAME.

Discontinuedthe operations of Winview

Completedasset purchase agreement, UMG

The Company entered into an agreement on June 13, 2022, to sell certain assets of UMG for $100. On June 30, 2022, the Company completed the sale. Concurrently with the sale agreement the Company entered into a transition services agreement with the purchaser for a total value of $300,000 of which $262,000 has been recognized as additional purchase consideration, with payments beginning July 31, 2022, and the remainder to be paid in full, 12 months following the first payment.

Dispositionof Eden Games

| Page **5** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

To facilitate the sale of Eden Games, under a separate agreement, the Company agreed to purchase Euro- denominated 6% promissory notes amounting to Euro 1,453,154 ($1,558,319) that were due to the former co-founders of Eden Games from third parties. Euro 1,081,081 ($1,181,005) of the consideration was paid on the closing of the sale with the remainder due in two equal payments on April 4, 2023, and October 6, 2023. The promissory notes receivable were classified at fair value through profit and loss based on management’s expectations about the proposed terms of settlement with the counterparties to the promissory notes and in accordance with the Company’s accounting policies.

CapitalAllocation & Investment

Stream Hatchet - The business continues to invest in developing best in class measurement and analytical tools to serve the gaming live-streaming industry. The business plans to release a series of media valuation and activation solutions, removing major barriers for brands looking to enter the gaming sector and to market behind gaming influencers.

Sideqik

The company continues to invest in integration with Stream Hatchet, including offering the market a best in class, and first of its kind, one-stop-shop solution for influencer marketing activations and measurement across the combination of all major live streaming and social platforms. In addition, the company continues to invest in social commerce technology, enabling additional modes of monetization including campaign performance.

Senior Management Team

See Note 28 to the Interim Condensed Consolidated Financial Statements for the three and six months ended February 28, 2023, and 2022.

Update on the effects of the Global COVID-19 Pandemic

The global COVID-19 pandemic remains an evolving situation. We will continue to actively monitor the developments of the pandemic and may take further actions that could alter our business operations as may be required by federal, state, local, or foreign authorities, or that we determine are in the best interests of our employees, customers, partners and shareholders. It is not clear what effects any such potential actions may have on our business, including the effects on our employees, players and consumers, customers, partners, development and content pipelines, our reputation, financial condition, results of operations, revenue, cash flows, liquidity or stock price.

Presentation of financial information

Unless otherwise specified within, financial results, including historical comparatives, contained in this MD&A are based on The Company’s unaudited interim consolidated financial statements for the three and six months ended February 28, 2023, and 2022, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Unless otherwise specified, amounts are in U.S. dollars and percentage changes are calculated using whole numbers.

KeyMetrics

In addition to measures of financial performance presented in our consolidated financial statements, we monitor the key metric set forth below to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies.

| Page **6** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Adjusted EBITDA

We monitor Adjusted EBITDA, a non-IFRS financial measure, to analyze our financial results and believe that it is useful to investors, as a supplement to IFRS measures, in evaluating our ongoing operational performance and enhancing an overall understanding of our past financial performance. We believe that Adjusted EBITDA helps illustrate underlying trends in our business that could otherwise be masked by the effect of the income or expenses that we exclude in Adjusted EBITDA. Furthermore, we use this measure to establish budgets and operational goals for managing our business and evaluating our performance. We also believe that Adjusted EBITDA provides an additional tool for investors to use in comparing our recurring core business operating results over multiple periods with other companies in our industry.

Adjusted EBITDA is not a recognized financial measure under IFRS and does not have a standardized meaning prescribed by IFRS. Therefore, it may not be comparable to similar financial measures presented by other issuers. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with IFRS. We calculate Adjusted EBITDA as net income (loss) before interest expense, net, income tax expense, depreciation and amortization, further, adjusted to exclude certain non-cash charges and other items that we do not believe are reflective of our ongoing operating results.

The following unaudited table presents the reconciliation of net loss to Adjusted EBITDA for the three and six months ended February 28, 2023, and 2022.

		For the three months ended						For the three months ended
	Note	February 28, 2023			February 28, 2022			February 28, 2023		February 28, 2022

Net income (loss) attributable to owners of the Company			(7,357,361	)		(6,732,169	)		)		)
Interest expense			161,453			197,855
Amortization and depreciation	(a)		308,211			306,905
Restructuring costs			-			35,747
Share-based payments	(a)		683,935			1,255,326
Loss on foreign exchange			43,945			(13,025	)
Gain on modification of debt	(a)		-			-			)
Transaction costs			681,447			349,404
Arbitration settlement reserve	(a)		1,096,096			(1,208,556	)				)
Change in fair value of promissory notes receivable	(a)		-			-
Change in fair value of warrant liability	(a)		221,165			(998,757	)				)
Change in fair value of convertible debt	(a)		977,595			(293,762	)				)
(Gain) loss from discontinued operations			183,026			2,527,272
Adjusted EBITDA			(3,000,488	)		(4,573,760	)		)		)

All values are in US Dollars.

Note a – Items are non-cash expense (income)

Limitations of Adjusted EBITDA

Adjusted EBITDA, a non-IFRS financial measure, has limitations as an analytical tool, and should not be considered in isolation from or as a substitute for measures presented in accordance with IFRS. Some of these limitations are:

●	Adjusted<br> EBITDA does not reflect certain cash and non-cash charges that are non-recurring;
●	Adjusted<br> EBITDA does not reflect income tax payments that would reduce cash available to us;
●	Adjusted<br> EBITDA excludes depreciation and amortization of property and equipment and intangible assets, although these are non-cash charges,<br> the assets being depreciated and amortized may have to be replaced in the future; and
●	Other<br> companies, including companies in our industry, may calculate Adjusted EBITDA differently or not at all, which reduces their usefulness<br> as a comparative measure.

Because of these limitations, Adjusted EBITDA should be considered alongside other financial performance measures, including revenues, net income (loss) and our financial results presented in accordance with IFRS.

| Page **7** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Results from operations

Selected Quarterly Information

	For the three months ended						For the six months ended
	February 28, 2023			February 28, 2022			February 28, 2023			February 28, 2022
Operating results
Total revenues	$	8,939,461		$	8,998,026		$	19,209,047		$	21,212,528
Total expenses		16,113,796			13,159,049			31,882,979			23,237,830
Total net income (loss) from continuing operations		(7,174,335	)		(4,204,897	)		(12,673,932	)		(2,093,940	)
Total net gain (loss) from discontinued operations		(183,026	)		(2,527,272	)		(49,111	)		(5,991,749	)
Comprehensive income (loss)		(7,273,631	)		(6,796,728	)		(12,950,442	)		(7,980,830	)
Loss per share – Continuing operations
Basic income (loss) per share	$	(0.45	)	$	(0.27	)	$	(0.80	)	$	(0.13	)
	Note		February 28, 2023			31-Aug-22
---	---	---	---	---	---	---	---	---
Financial position
Total assets			$	31,557,031		$	42,694,808
Total liabilities				26,188,426			26,808,217
Working capital surplus (deficiency)		(i)		(12,328,068	)		233,920
Total debt		(ii)		8,682,745			8,411,199
Other metrics
Debt to total assets		(iii)		28	%		20	%
(i)	Working<br> capital surplus (deficiency) is defined as total current assets less total current liabilities.
---	---
(ii)	Total<br> debt is defined as the aggregate total of convertible debt, line of credit, promissory notes, long-term debt and lease obligations.
(iii)	Debt<br> to total assets is calculated as total debt divided by total assets.

Revenue

			Increase
For the three months ended February 28,	2023	2022	(decrease)

Software-as-a-service
Advertising				)
				)

All values are in US Dollars.

For the three months ended February 28, 2023:

●	Software-as-a-service<br> revenue for the three months ended February 28, 2023, was $2,441,736, which was comparable to the three months ended February 28,<br> 2022.
●	Advertising<br> revenue for the three months ended February 28, 2023, was $6,497,725 in comparison to $6,858,563 for the three months ended February<br> 28, 2022. The decrease of $360,838 was primarily due to a decline in page views as a result of algorithm changes by one of the largest<br> search engines.

| Page **8** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)


For the six months February 28,	2023

Software-as-a-service		4,881,420	4,589,298	292,122
Advertising		14,327,627	16,623,230	(2,295,603
		19,209,047	21,212,528	(2,003,481

All values are in US Dollars.

For the six months ended February 28, 2023:

●	Software-as-a-service<br> revenue for the six months ended February 28, 2023, was $4,881,420, which was comparable to the six months ended February 28, 2022.
●	Advertising<br> revenue for the six months ended February 28, 2023, was $14,327,627 in comparison to $16,623,230 for the six months ended February<br> 28, 2022. The decrease of $2,295,603 was primarily due to a decline in page views as a result of algorithm changes by one of the<br> largest search engines.

Expenses

				Increase
For the three months ended February 28,	2023	2022		(decrease)

Salaries and wages					)
Consulting					)
Professional fees					)
Revenue sharing expense					)
Advertising and promotion					)
Office and general					)
Technology expenses					)
Amortization and depreciation
Share-based payments					)
Interest expense					)
(Gain) loss on foreign exchange			)
Loss on extinguishment of debt
Transaction costs
Arbitration settlement reserve			)
Restructuring costs					)
Change in fair value of warrant liability			)
Change in fair value of convertible debt			)

All values are in US Dollars.

| Page **9** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

For the three months ended February 28, 2023:

●	Salaries<br> and wages for the three months ended February 28, 2023, was $3,086,097, in comparison to $3,733,521 for the three months ended February<br> 28, 2022. The decrease of $647,424 was primarily due to benefits from the Company’s restructuring activities.
●	Professional<br> fees for the three months ended February 28, 2023, was $340,342 in comparison to $715,852 for the three months ended February 28,<br> 2022. The decrease of $375,510 was primarily due to the Company’s ongoing cost reduction initiatives and reduction in legal<br> fees related to ongoing litigation activity.
●	Revenue<br> sharing for the three months ended February 28, 2023, was $6,060,552 in comparison to $6,291,112 for the three months ended February<br> 28, 2022. These costs are the three-month share of our gross advertising revenue paid to Frankly’s customers. The decrease<br> is directly correlated with the decrease in advertising revenue.
●	Share-based<br> payments expense for the three months ended February 28, 2023, was $683,935 in comparison to $1,255,326 for the three months ended<br> February 28, 2022. The decrease of $571,391 was primarily due to numerous grants that have completed the service period prior to<br> the three months ended February 28, 2023.
●	Transaction<br> costs for the three months ended February 28, 2023, was $681,447 in comparison to $349,404 for the three months ended February 28,<br> 2022. The increase of $332,043 was primarily due to costs related to the arrangement agreement completed in April 2023.
●	Arbitration<br> settlement reserve for the three months ended February 28, 2023, was an expense of $1,096,096, in comparison to benefit of $1,208,556<br> for the three months ended February 28, 2022. We recognized a liability for an arbitration ruling, relating to AIS, which represents<br> the fair value of the common shares directed to be delivered as of February 28, 2023. This liability was adjusted to fair value at<br> the end of each reporting period.
●	Change<br> in fair value of warrant liability for the three months ended February 28, 2023, increased expense by $221,165 in comparison to decreasing<br> expense $998,757 for the three months ended February 28, 2022. The change of $1,219,922 in the warrant liability is a result of the<br> revaluation of the Company’s warrant obligation at each period end, driven by share price at the end of the period.
●	Change<br> in fair value of convertible debt for the three months ended February 28, 2023, increased expense by $977,595 in comparison to decreasing<br> expense $293,762 for the three months ended February 28, 2022. The change of $1,271,357 is a result of the revaluation of the Company’s<br> convertible debt at each period end. The change is primarily driven by changes in the Company’s share price at the end of the<br> period as compared to the beginning of the period.
For<br> the six months February 28,					Increase
---	---	---	---	---	---	---
	2023		2022		(decrease)

Salaries<br> and wages						)
Consulting						)
Professional<br> fees						)
Revenue<br> sharing expense						)
Advertising<br> and promotion						)
Office<br> and general						)
Technology<br> expenses
Amortization<br> and depreciation						)
Share-based<br> payments						)
Interest<br> expense						)
(Gain)<br> loss on foreign exchange
Loss<br> on extinguishment of debt		)				)
Transaction<br> costs
Arbitration<br> settlement reserve				)
Restructuring<br> costs
Change<br> in fair value of promissory notes receivable and investment at FVTPL
Change<br> in fair value of warrant liability				)
Change<br> in fair value of convertible debt				)

All values are in US Dollars.

For<br> the six months ended February 28, 2023:
●	Salaries<br> and wages for the six months ended February 28, 2023, was $6,124,701, in comparison to $6,924,528 for the six months ended February<br> 28, 2022. The decrease of $799,827 was primarily due to benefits from the Company’s restructuring activities.
●	Professional<br> fees for the six months ended February 28, 2023, was $626,069 in comparison to $1,239,023 715,852 for the six months ended February<br> 28, 2022. The decrease of $612,954 was primarily due to the Company’s ongoing cost reduction initiatives and reduction in legal<br> fees related to ongoing litigation activity.
●	Revenue<br> sharing for the six months ended February 28, 2023, was $13,353,910 in comparison to $15,257,848 for the six months ended February<br> 28, 2022. These costs are the six-month share of our gross advertising revenue paid to Frankly’s customers. The decrease is<br> directly correlated with the decrease in advertising revenue.

| Page **10** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

●	Advertising<br> and promotion expenses for the six months ended February 28, 2023, was $281,206 in comparison to $698,801 for the six months ended<br> February 28, 2022. The decrease of $417,595 was primarily due to the reduction in corporate advertising and promotion expenses as<br> part of the Company’s ongoing cost reduction initiatives.
●	Transaction<br> costs for the six months ended February 28, 2023, was $799,532 in comparison to $356,523 for the six months ended February 28, 2022.<br> The increase of $443,009 was primarily due to costs related to the arrangement agreement completed in April 2023.
●	Arbitration<br> settlement reserve for the six months ended February 28, 2023, was an expense of $ 967,262, in comparison to benefit of $3,948,608<br> for the six months ended February 28, 2022. We recognized a liability for an arbitration ruling, relating to AIS, which represents<br> the fair value of the common shares directed to be delivered as of February 28, 2023. This liability was adjusted to fair value at<br> the end of each reporting period.
●	Change<br> in fair value of warrant liability for the six months ended February 28, 2023, increased expense by $194,035 in comparison to decreasing<br> expense $3,940,303 for the six months ended February 28, 2022. The change of $4,134,338 in the warrant liability is a result of the<br> revaluation of the Company’s warrant obligation at each period end, driven by share price at the end of the period.
●	Change<br> in fair value of convertible debt for the six months ended February 28, 2023, increased expense by $1,213,605 in comparison to decreasing<br> expense $1,976,934 for the six months ended February 28, 2022. The change of $3,190,539 is a result of the revaluation of the Company’s<br> convertible debt at each period end. The change is primarily driven by changes in the Company’s share price at the end of the<br> period as compared to the beginning of the period.

Other items

					Increase
For the three months ended February 28,	2023		2022		(decrease)

Gain (loss) from discontinued operations		)		)
Net loss attributable to non-controlling interest				)
Foreign currency translation differences				)

All values are in US Dollars.

For the three months ended February 28, 2023:

●	The<br> Loss from discontinued operations for the three months ended February 28, 2023, was $183,026 in comparison to $2,527,272 for the<br> three months ending February 28, 2022. The variance was primarily due to Winview and UMG discontinued operations losses, with minor<br> activity related to the Company’s discontinued operations in the current period.
					Increase
---	---	---	---	---	---	---
For the six months February 28,	2023		2022		(decrease)

Gain (loss) from discontinued operations		)		)
Net loss attributable to non-controlling interest				)
Foreign currency translation differences		)				)

All values are in US Dollars.

For the six months ended February 28, 2023:

●	The<br> loss from discontinued operations for the six months ended February 28, 2023, was $49,111 in comparison to $5,991,749 for the six<br> months ended February 28, 2023. The variance was primarily due to Winview and UMG discontinued operations losses, with minor activity<br> related to the Company’s discontinued operations in the six months ended February 28, 2023.

| Page **11** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Segmented analysis

For the three months ended February 28, 2023:

Three months ended

Revenue
External sales
Results
Segment loss		)		)
Central administration costs
Other gains and losses
Finance costs		)
Loss before tax		)	)	)
Income tax
Gain (Loss) for the year from:
Discontinued operations	)			)
Net income (loss)	)	)	)	)

All values are in US Dollars.

For the three months ended February 28, 2022:

Three months ended

Revenue
External sales
Results
Segment loss	)	)		)
Central administration costs
Other gains and losses			)	)
Finance costs
Loss before tax	)	)	)	)
Income tax
Gain (Loss) for the year from:
Discontinued operations	)		)	)
Non-controlling interest in net loss			)	)
Net income (loss)	)	)	)	)

All values are in US Dollars.

| Page **12** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

For the six months ended February 28, 2023:

Six months ended

Revenue
External sales
Results
Segment loss		)		)
Central administration costs
Other gains and losses
Finance costs		)
Income (loss) before tax		)	)	)
Income tax
Gain (Loss) for the period from:
Discontinued operations	)			)
Net income (loss)		)	)	)

All values are in US Dollars.

For the six months ended February 28, 2022:

Six months ended

Revenue
External sales
Results
Segment loss	)	)		)
Central administration costs
Other gains and losses			)	)
Finance costs	)
Loss before tax	)	)		)
Income tax
Gain (Loss) for the period from:
Discontinued operations	)		)	)
Non-controlling interest in net loss			)	)
Net loss	)	)		)

All values are in US Dollars.

| Page **13** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Finance costs - Finance costs include interest expenses.

●	Gaming<br> net loss for the three months ended February 28, 2023, was $149,110 in comparison to a net loss of $2,719,377 for the three months<br> ended February 28, 2022. The decrease of $2,570,267 was primarily due to the quarter over quarter decrease in loss from discontinued<br> operations. Gaming net income for the six months ended February 28, 2023, was $92,686 in comparison to net loss of $6,263,867 for<br> the six months ended February 28, 2022. The year to date period was impacted by the same changes as the quarter.
●	Media<br> net loss for the three months ended February 28, 2023, was $2,357,724 in comparison to $3,036,761 for the three months ended February<br> 28, 2022. The decrease of $678,037 was primarily due to a decrease in salaries and wages expenses as well as other minor cost reduction<br> efforts. Media net loss for the six months ended February 28, 2023, was $6,056,458 in comparison to $5,017,408 for the six months<br> ended February 28, 2022. The increase of $1,039,050 was primarily due to a decline in revenue as a result of algorithm changes by<br> one of the largest search engines.
●	Corporate<br> and Other net loss for the three months ended February 28, 2023, was $4,850,527 in comparison to net loss of $976,031 for the three<br> months ended February 28, 2022. The increase of $3,874,496 was primarily due to quarter over quarter change in fair value of the<br> arbitration reserve of $2.3 million, change in fair value of convertible debt of $1.3 million, and change in the fair value of warrants<br> of $1.2 million, somewhat offset a decrease in share-based payment expense of $0.6 million, as well as other minor expense reductions<br> as part of the Company’s ongoing cost reduction initiatives. Corporate and Other net loss for the six months ended February<br> 28, 2023, was $6,759,271 in comparison to net income of $3,195,586 for the six months ended February 28, 2022. The decrease of $9,954,857<br> was primarily due to change in fair value of the arbitration reserve of $4.9 million, change in the fair value of warrants of $4.1<br> million, change in fair value of convertible debt of $3.2 million, somewhat offset by expense reductions as part of the Company’s<br> ongoing cost reduction initiatives.
		From continuing operations
---	---	---	---	---	---	---
Three-month period ended	Total revenue	Total income (loss)		Basic income (loss) per share		Total assets

February 28, 2023			)		)
November 30, 2022			)		)
August 31, 2022			)		)
May 31, 2022			)		)
February 28, 2022			)		)
November 30, 2021
August 31, 2021			)		)
May 31, 2021

All values are in US Dollars.

For the quarter ended August 31, 2021, the loss was significantly higher due to changes in the fair value of warrant liability and an accrual for the AIS related arbitration liability. For the quarter ended November 30, 2021, the profit was significantly higher due to fair value adjustment to the accrual for the AIS related arbitration liability. For the quarter ended February 28, 2022, the loss was significantly higher due the fair value adjustment to the accrual for the AIS related arbitration liability and change in fair value of warrant liability and convertible debt. The loss for the quarter ended May 31, 2022 was comparable to the loss for the quarter ended February 28, 20022. For the quarter ended August 31, 2022, the loss was significantly higher due impairment of goodwill and intangibles at our Sideqik subsidiary, fair value adjustment to the accrual for the AIS related arbitration liability, change in fair value of our promissory notes receivable and change in fair value of warrant liability. For the quarter ended November 30, 2022, the loss was significantly less due to the quarter over quarter reduction in impairment expense and reduction in advertising revenue. For the quarter ended February 28, 2023, the loss was higher due to an increase in the arbitration settlement reserve as well as changes in the fair value of warrant liability and convertible debt.

| Page **14** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Liquidity and cash management

The Company’s approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company’s liquidity and operating results may be adversely affected if the Company’s access to the capital market is hindered, whether as a result of a downturn in stock market conditions generally or as a result of conditions specific to the Company.

The Company regularly evaluates its cash position to ensure preservation and security of capital as well as maintenance of liquidity. As the Company does not presently generate sufficient revenue to cover its costs, managing liquidity risk is dependent upon the ability to reduce its monthly operating cash outflow and secure additional financing. The recoverability of the carrying value of the assets and the Company’s continued existence is dependent upon the ability of the Company to raise financing in the near term, and ultimately the achievement of profitable operations.

As of February 28, 2023, the Company had current assets of $11,532,301 (August 31, 2022: $22,058,901) and current liabilities of $23,860,369 (August 31, 2022: $21,824,981). This represents a working capital deficiency of $12,328,068 (August 31, 2022: surplus of $233,920) which is comprised of current assets less current liabilities. The Company has not yet realized profitable operations and has incurred significant losses to date resulting in a cumulative deficit of $140,016,614 as of February 28, 2023 (August 31, 2022: $127,293,571).

The Company has plans to raise additional funds. While management has been historically successful in raising the necessary capital, it cannot provide assurance that it will be able to execute its business strategy or be successful in future financing activities.

Our ability to maintain sufficient liquidity could be affected by various risks and uncertainties including, but not limited to, our ability to raise additional funds through financing, those related to consumer demand and acceptance of our products and services, our ability to collect payments as they become due, achieving our internal forecasts and objectives, the economic conditions of the United States and abroad. These risk factors are described in Risks and uncertainties section of this MD&A.

| Page **15** of **38** |

| --- |

GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Capital management framework

The Company considers its capital to be its shareholders’ equity. As of February 28, 2023, the Company had shareholders’ equity of $5,368,605 (August 31, 2022: shareholders’ equity of $15,886,591).

The Company’s objective when managing its capital is to seek continuous improvement in the return to its shareholders while maintaining a moderate to high tolerance for risk. The objective is achieved by prudently managing the capital generated through internal growth and profitability, using lower cost capital, including raising share capital or debt when required to fund opportunities as they arise.

The Company may also return capital to shareholders through the repurchase of shares, pay dividends or reduce debt where it determines any of these to be an effective method of achieving the above objective. The Company does not use ratios in the management of its capital.

There have been no changes to management’s approach to managing its capital for the six months ended February 28, 2023.

Financing

The proceeds of the financings disclosed below were intended to be used primarily for working capital and future operating needs. The proceeds received have been used primarily for those purposes.

Equity

Activity for the six months ended February 28, 2023

During the six months ended February 28, 2023, 9,098 shares related to the completion of the Sideqik acquisition were returned to the Company. The Company issued 118,433 common shares upon vesting of an equal number of RSUs and 114,057 shares for services provided by certain officers of Sideqik.

Activity for the six months ended February 28, 2022

During the six months ended February 28, 2022, the Company issued 91,635 common shares upon vesting of an equal number of RSUs.

Debt

Promissory Notes

The Company has promissory notes with a balance of $200,000 (August 31, 2022 – $200,000) that are unsecured, due on demand, and bear interest at 18%. As of February 28, 2023, interest of $159,232 has been accrued (August 31, 2022 – $141,940).

The Company, through its WinView subsidiary, has a secured promissory note outstanding for amounts due for the provision of services by the noteholder. As of February 28, 2023, $462,583 was due under the note (August 31, 2022 – $429,822). The note is secured by the assets of WinView, bears interest at 8%, and is currently due.

Paycheck Protection Program (“PPP”) loans

In April and May 2020, the Company entered into promissory notes (the “Notes”) with three banks. The Notes evidence loans to the Company of $1,589,559 pursuant to the PPP of the CARES Act administered by the U.S. Small Business Administration (the “SBA”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the loans exclusively for qualified expenses under the PPP, including payroll costs, rent and utility costs, as further detailed in the CARES Act and applicable guidance issued by the SBA.

| Page **16** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Interest will accrue on the outstanding balance of the Notes at a rate of 1.00% per annum. However, the Company expects to apply for and receive forgiveness of up to all amounts due under the Notes, in an amount equal to the sum of qualified expenses under the PPP during the twenty-four weeks following disbursement.

Upon the receipt of the proceeds of $1,589,559 from the Notes, the Company accounted for the Notes as a grant in the form of forgivable loan and recorded the amount as a deferred income liability. The liability was reduced as the Company recognized expenses which qualified for forgiveness of the loan. As of February 28, 2023, the Company had incurred greater than $1,589,559 of qualifying expenses and therefore had a remaining deferred income liability of $nil. The Company recognized the impact of the loan forgiveness as an offset against related salaries and wages expense, in the consolidated statement of loss and comprehensive loss for the year ended August 31, 2020. As of February 28, 2023, $209,875 has not been formally forgiven.

Convertible debt



Balance, August 31, 2022		4,983,236
Interest expense		250,000
Accrued interest on conversion / interest payments		(375,000	)	)
Principal and interest at maturity	)	-		)
Gain on modification of debt	)	-		)
Change in fair value		292,193
Balance, February 28, 2023		5,150,429

All values are in US Dollars.



Balance, August 31, 2021			6,939,941
Interest expense			250,000
Accrued interest on conversion / interest payments			(375,000	)	)
Effect of foreign exchange	)		-		)
Change in fair value	)	)	(1,449,852	)	)
Balance, February 28, 2022			5,365,089

All values are in US Dollars.

| Page **17** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

(a)	2020<br> Series
	The<br> 2020 Series debentures will mature twenty-four (24) months from the date of issuance and bear interest at a rate of 5% per annum<br> (subject to adjustment as described below), payable on maturity. At the Company’s option, interest under the 2020 Series debentures<br> is payable in kind in common shares at an issue price which would be based on the trading price of the common shares at the time<br> of such interest payment. The interest rate under the 2020 Series debentures will increase from 5% to 10% per annum on a prospective<br> basis on December 19, 2020, if a public offering has not occurred by that date.
	The<br> 2020 Series debenture holders may convert all or a portion of the principal amount of the debentures into units (“Units”)<br> of the Company at a price (the “Conversion Price”) equal to the lesser of (a) $11.25 per Unit, and (b) if such conversion<br> occurs after a public offering of securities by the Company (the “Public Offering”), a fifteen percent (15%) discount<br> to the public offering price, provided that such conversion price shall not be less than $7.50 per Unit.
	Notwithstanding<br> the foregoing, if by December 19, 2020, the Company has not obtained registration rights in the United States to allow sale in the<br> United States of the common shares (“Common Shares”) of the Company and the exercise of warrants (the “Warrants”)<br> of the Company to be issued pursuant to the conversion of the 2020 Series debentures, holders of 2020 Series debentures may convert<br> such debentures into Units at $7.50 per Unit.
	Each<br> Unit is comprised of one common share and one-half of one Warrant, with each Warrant exercisable into one common share of the Company<br> at an exercise price of $15.00 per share for a period of three years from the issuance of the 2020 Series debentures. Under certain<br> circumstances, the Company shall be entitled to call for the exercise of any outstanding Warrants in the event that the closing trading<br> price of the Company common shares on the NASDAQ is above $30.00 per share for fifteen (15) consecutive trading days.
	In<br> the event that the Company’s common shares are listed for trading on the NASDAQ Capital Market and the Company completes a<br> Public Offering for an aggregate amount of at least US$30,000,000, the Company may cause the 2020 Series debentures to be converted<br> at the Conversion Price by the Company delivering a notice to the holder not less than a minimum of 30 days and a maximum 60 days<br> prior to the forced conversion date.
(b)	2020<br> Series – Standby
	In<br> September 2020, the Company entered into an $8,000,000 stand-by convertible debenture facility (the “2020 Series Standby”<br> debentures). The 2020 Series Standby Debenture has substantially similar terms as the 2020 Series debentures, except the following:<br> (i) the references to a minimum $7.50 conversion price (as described above) have been changed to $8.90; and (ii) the 2020 Series<br> Standby debentures are only convertible into common shares of the Company, not units. In November 2020, the Company issued 224,719<br> warrants in connection with this first draw of $2,000,000 of the Standby Debentures, with each warrant exercisable into one common<br> share the Company at an exercise price of $15.00 per share for a period of two years, subject to the same acceleration clause as<br> the warrants underlying the 2020 Series debentures.
	The<br> proceeds of $2,000,000 from the first draw were allocated between convertible debt and warrant liability with $1,381,084 allocated<br> to convertible debt and $618,916 allocated to the 224,719 warrants issued.
	The<br> remaining $6,000,000 of convertible debentures that are issuable under this facility have substantially similar terms as the 2020<br> Series debentures, including conversion into units consisting of one share and one-half warrant, provided that the conversion price<br> of any additional convertible debentures will be based on the market price of the common shares at the time of such subscriptions<br> and are subject to TSX-V approval.
	On<br> September 1, 2022, the Company extended convertible debentures that were due to expire in October and November 2022 with an aggregate<br> principal amount of US$1,250,000. The original convertible debentures had an annual interest rate of 10% per annum and a conversion<br> price of US$8.90 per share. This modification was with a related party (Note 25) The modification consists of extension of the maturity<br> date from November 20, 2022, to August 25, 2025, an interest rate reduction of 3%, and a decrease in the conversion price of $7.80<br> constituting a substantial modification from a qualitative perspective. This means that the original convertible debt was effectively<br> extinguished at the carrying value and replaced by the fair value of the modified certificate. The difference of $20,999 between<br> the carrying value of the original instruments and the fair value of the new instrument was recognized in profit or loss. Fair value<br> was estimated using a binomial lattice method. The key assumptions used included share price of $.72, conversion price of $1.10,<br> 3-year term, 7% interest rate, expected volatility of 100%, 3.51% risk free interest rate and 0% expected dividend yield. No costs<br> or fees were incurred for this modification.

| Page **18** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

	The<br> remaining $750,000 principal value of the Company’s 2020 Series convertible debt that was due to mature in November 2022 was<br> either settled by offset against the Company’s promissory notes receivable or amended. Two of the three parties holding the<br> convertible debt agreed to allow the Company to offset principal of $500,000 and interest of $91,781 due at maturity against the<br> Company’s promissory notes receivable (Note 7). The remaining $250,000 principal value convertible debt was amended to extend<br> the maturity date to February 28, 2023, with all other terms remaining unchanged. The modification of the certificate in the principal<br> amount of $250,000 consisting of extension of the maturity date from November 20, 2022, to February 28, 2023, is not a substantial<br> modification from a qualitative perspective. However, the Company elected to designate this financial instrument at FVTPL, which<br> is consistent with similar financial instruments. The original convertible debt was revalued at fair value on the modification date.<br> The difference of $9,689 between the carrying value of the original instruments and the fair value of the modified instrument was<br> recognized in profit or loss. . Fair value was estimated using a binomial lattice method. The key assumptions used included share<br> price of $.67, conversion price of $8.90, 3-month term, 10% interest rate, expected volatility of 90%, 4.01% risk free interest rate<br> and 0% expected dividend yield. No costs or fees were incurred for this modification.
(c)	EB<br> CD
	On<br> February 24, 2021, the Company extinguished the Amended EB Loan and issued the Lender a secured convertible debenture in the principal<br> amount of $5 million (the “EB CD”). The EB CD is convertible into units of the Company at a conversion price of $10.25<br> per unit, with each unit comprised of one common share and one-half of a warrant, with each whole warrant exercisable into a common<br> share at an exercise price of $15.00 per share for a period of three years from the issuance of the EB CD. The EB CD has a term of<br> three years. The convertible debenture is secured by the Company’s real and personal property, fixtures, leasehold improvements,<br> trade fixtures, equipment, and other personal property as well as all general intangibles relating to or arising from the personal<br> property.
(d)	Fair<br> value
	The<br> following table gives information about how the fair values of these financial liabilities are determined (in particular, the valuation<br> technique and key inputs used).

| Page **19** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Financial assets / financial liabilities	Valuation technique	Key Inputs	Relationship and sensitivity of unobservable inputs to fair value to fair value
Convertible<br> debt	The<br> fair value of the convertible debentures as of February 28, 2023 has been calculated using a binomial lattice methodology.	Key<br> observable inputs	The<br> estimated fair value would increase (decrease) if:
		Share<br> price CAD $2.33 (USD $1.71)	The<br> share price was higher (lower)
		Risk-free<br> interest rate (4.60% to 4.96%)	The<br> risk-free interest rate was higher (lower)
		Dividend<br> yield (0%)	The<br> dividend yield was lower (higher)
		Key unobservable inputs
		Credit<br> spread (3.43% to 4.49%)	The<br> credit spread was lower (higher)
		Discount<br> for lack of marketability (0%)	The<br> discount for lack of marketability was lower (higher)
Convertible<br> debt	The<br> fair value of the convertible debentures as of August 31, 2022 has been calculated using a binomial lattice methodology.	Key<br> observable inputs	The<br> estimated fair value would increase (decrease) if:
		Share<br> price CAD$.94 (USD $.72)	The<br> share price was higher (lower)
		Risk-free<br> interest rate (2.85% to 3.45%)	The<br> risk-free interest rate was higher (lower)
		Dividend<br> yield (0%)	The<br> dividend yield was lower (higher)
		Key unobservable inputs
		Credit<br> spread (10.13% to 13.56%)	The<br> credit spread was lower (higher)
		Discount<br> for lack of marketability (0%)	The<br> discount for lack of marketability was lower (higher)

Commitments and contingencies

Litigation and arbitration

In April 2020, the Company announced its renegotiation of the acquisition of Allinsports. The revised purchase agreement provided for the acquisition of 100% of Allinsports in exchange for the issuance of 966,667 common shares of the Company and other consideration, including payments of $1,200,000 as a portion of the purchase consideration. In September 2020, the Company advised the shareholders of Allinsports that closing conditions of the transaction, including the requirement to provide audited financial statements, had not been satisfied.

| Page **20** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

In response, in November 2020, the shareholders of Allinsports commenced arbitration in Alberta, Canada seeking, among other things, to compel the Company to complete the acquisition of Allinsports without the audited financial statements, and to issue 966,667 common shares of the Company to those shareholders. As alternative relief, the shareholders of Allinsports sought up to US$20,000,000 in damages. As of August 31, 2020, the Company had recorded an impairment against the entire balance of advances to Allinsports, amounting to $2,625,657. A hearing in this matter was held in May of 2021, and by a decision dated September 30, 2021, the Arbitrator determined that the closing of the transaction had previously occurred and directed the Company to issue the 966,667 common shares. The Company is pursuing regulatory approval to issue the shares and is also pursuing relief against the Allinsports shareholders for various alleged breaches of the share purchase agreement. The Company recognized a liability for the arbitration ruling of $1,659,875, which represents the fair value of the common shares directed to be delivered as of February 28, 2023. The liability is recorded as Arbitration reserve on the Company’s Consolidated Statements of Financial Position. This liability will be adjusted to fair value at the end of each reporting period.

By Order to Continue dated May 5, 2022, the Company was substituted in as the plaintiff in a matter pending in the Ontario Superior Court of Justice, seeking recovery of €1,903,153 of principal and additional amounts of accrued interest under promissory notes acquired by the Company. The matter is in the discovery stage.

| Page **21** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Financial instruments and risk management

(a)	Financial<br> risk management objectives and policies
	The<br> Company’s activities expose it to a variety of financial risks including foreign currency risk, interest rate risk, credit<br> risk, and liquidity risk. These financial instrument risks are actively managed by the Company under the policies approved by the<br> Board of Directors. On an ongoing basis, the finance department actively manages market conditions with a view to minimizing the<br> exposure of the Company to changing market factors, while at the same time limiting the funding costs to the Company. There have<br> been no changes in objectives, policies or how the Company manages these risks.
(b)	Credit<br> risk
	Credit<br> risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company.<br> The Company has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate,<br> as a means of mitigating the risk of financial loss from defaults. The Company uses information supplied by independent rating agencies<br> where available, and if not available, the Company uses other publicly available financial information and its own records to rate<br> its customers.
	Credit<br> risk arises from cash with banks as well as credit exposure to outstanding receivables. The carrying amounts represent the Company’s<br> maximum exposure to credit risk.
	The<br> Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The Company establishes<br> an allowance for doubtful accounts that represents its estimate of expected losses in respect of accounts receivable. The main components<br> of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component<br> established for groups of similar assets in respect of losses that have been incurred but not yet identified. The collective loss<br> allowance is determined based on historical data of payment statistics for similar financial assets. As of February 28, 2023, the<br> allowance for doubtful accounts was $1,181,740 (August 31, 2022-$1,355,638).
	The<br> Company’s accounts receivable are concentrated among customers in the media and broadcasting industry, which may be affected<br> by adverse economic factors impacting that industry. The Company performs ongoing credit
	evaluations<br> of its major customers, maintains reserves for expected credit losses, and does not require any collateral deposits.
	As<br> of February 28, 2023, one customer (August 31, 2022 – one) accounted for greater than 10% of the Company’s accounts receivable<br> balance. In total, one customer accounted for 14% and 16% of the Company’s accounts and other receivables balance as of February<br> 28, 2023, and August 31, 2022, respectively. During the six months ended February 28, 2023, one (February 28, 2022 – one) customer<br> represented 62% (February 28, 2022 – 69%) of total revenue.
	The<br> below table reflects the aging of the Company’s aging by invoice date of gross trade accounts receivable and allowance for<br> doubtful accounts as of February 28, 2023:
	Current			0 - 30			31 - 60			61 - 90			91+			Total
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Trade accounts receivable		4,159,455			916,511			168,350			83,190			2,117,615			7,445,121
Allowance for doubtful accounts		-			-			-			-			1,181,740			1,181,740
% Allowance		0	%		0	%		0	%		0	%		56	%		16	%
(c)	Liquidity<br> risk
---	---
	Liquidity<br> risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. The Company<br> is exposed to liquidity risk with respect to its contractual obligations and financial liabilities. The Company manages liquidity<br> risk by continuously monitoring forecasted and actual cash flows and matching maturity profiles of financial assets and liabilities.<br> The Company seeks to ensure that it has sufficient capital to meet short term financial obligations after taking into account its<br> operating obligations and cash on hand.
	The<br> Company’s policy is to seek to ensure adequate funding is available from operations and other sources, including debt and equity<br> capital markets, as required.

| Page **22** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

	< 1 year	2-5 years

Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Convertible debt

All values are in US Dollars.

(d)	Market<br> Risk
	Market<br> risk represents the risk of loss that may impact the Company’s financial position, results of operations, or cash flows due<br> to adverse changes in financial market prices, including interest rate risk, foreign currency exchange rate risk, and other relevant<br> market or price risks. The Company does not use derivative instruments to mitigate this risk.
	Interest<br> rate risk
	Interest<br> rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market<br> interest rates. The Company is exposed to fair value risk with respect to debt which bears interest at fixed rates.
	Currency<br> Risk
	The<br> Company’s exposure to the risk of changes in foreign exchange rates relates primarily to fluctuations of financial instruments<br> related to cash, accounts and other receivables, and accounts payable denominated in Euros, as well as debt denominated in Canadian<br> dollars.
(f)	Fair<br> value hierarchy
	The<br> following tables combine information about:
	●	classes<br> of financial instruments based on their nature and characteristics;
	●	the<br> carrying amounts of financial instruments;
	●	fair<br> values of financial instruments (except financial instruments when carrying amount approximates their fair value); and
	●	fair<br> value hierarchy levels of financial assets and financial liabilities for which fair value was disclosed.
	Fair<br> value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable.

| Page **23** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Carrying value at February 28, 2023	FVTPL - mandatorily measured	Amortized cost

Financial assets:
Cash
Restricted cash
Accounts and other receivables
Government remittances
Publisher advance
Investment at FVTPL

All values are in US Dollars.

Carrying value at February 28, 2023	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost

Financial liabilities:
Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Warrant liability
Convertible debt

All values are in US Dollars.

Carrying value at August 31, 2022	FVTPL - mandatorily measured	Amortized cost

Financial assets:
Cash
Restricted cash
Accounts and other receivables
Government remittances
Publisher advance
Promissory notes receivable
Investment at FVTPL

All values are in US Dollars.

Carrying value at August 31, 2022	FVTPL - mandatorily measured	FVTPL - designated	Amortized cost

Financial liabilities:
Accounts payable
Accrued liabilities
Players liability account
Promissory notes payable
Warrant liability
Convertible debt

All values are in US Dollars.

| Page **24** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

A summary of instruments, with their classification in the fair value hierarchy is as follows:

	Level 1	Level 2	Level 3	Fair value as of February 28, 2023

Warrant liability
Convertible debt
Publisher advance
Promissory notes receivable
Investment at FVTPL

All values are in US Dollars.

	Level 1	Level 2	Level 3	Fair value as of August 31, 2022

Warrant liability
Convertible debt
Publisher advance
Promissory notes receivable
Investment at FVTPL

All values are in US Dollars.

Off-balance sheet arrangements

As of the date of this MD&A, the Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the results of operations or financial condition of the Company including, without limitation, such considerations as liquidity and capital resources.

Related party transactions and balances

Relatedparty transactions policy

Our Board of Directors has adopted a policy that describes the procedures used to process, evaluate, and if necessary, disclose transactions between the Company and its directors, officers, or greater than 5% beneficial owners. We review any transaction or series of transactions in which any related parson has a direct or indirect interest. Once a transaction has been identified, senior management and the audit committee will review the transaction and ensure appropriate disclosure in the Company’s financial statements and management’s discussion and analysis.

| Page **25** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Keymanagement compensation

Key management includes the Company’s directors, officers and any consultants with the authority and responsibility for planning, directing and controlling the activities of an entity, directly or indirectly. Compensation awarded to key management includes the following:

Compensation awarded to key management includes the following:

	For the three months ended		For the six months ended
	February 28,<br> 2023	February 28,<br> 2022	February 28,<br> 2023	February 28,<br> 2022

Total compensation paid to key management
Share based payments

All values are in US Dollars.

Total compensation paid to key management is recorded in consulting fees and salaries and wages in the statement of loss and comprehensive loss for the three and six months ended February 28, 2023, and 2022.

Relatedparty balances

Amounts due to related parties as of February 28, 2023, with respect to the above fees were $0 (August 31, 2022 - $5,588). These amounts are unsecured, non-interest bearing and due on demand.

Convertibledebenture with a director of the Company as counterparty

Commitmentto former holders of WinView to proceeds from the patent portfolio enforcement action

Pursuant to the Business Combination agreement dated March 9, 2020, among the Company, Frankly Inc. and Winview Inc., the Company is required to pay to certain former Winview securities holders (“Stubholders”) fifty percent (50%) of the net license fees, damages awards or settlement amounts collected from third parties in connection with the Winview Patent Portfolio, after deduction of certain expenses. Company directors, Tom Rogers and Hank Ratner, are among the pool of Stubholders.

While the Company does not believe that the interests of Messrs. Rogers and Ratner, as Stubholders, are sufficiently material or adverse to the Company’s interests to create an actual or potential conflict of interest with respect to the management of the Winview Patent Portfolio, the Company nevertheless has formed a Patent Committee, that excludes Messrs. Rogers and Ratner, to make recommendations to the Company’s Board regarding matters involving the Winview Patent Portfolio.

Changes in accounting policies

Futureaccounting pronouncements

The following standards have not yet been adopted and are being evaluated to determine their impact on the Company:

Amendmentsto IAS 1 - Classification of liabilities as current or non-current

Amendmentsto IAS 1 - Non-current Liabilities with Covenants

Amendmentsto IAS 1 and IFRS Practice Statement 2 – Disclosure of Accounting Policies

Amendmentsto IAS 8 - Definition of Accounting Estimates

Amendmentsto IAS 12 Income Taxes - Deferred Tax Related to Assets and liabilities Arising from a Single Transaction

| Page **26** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Current global financial conditions and trends

Securities of gaming and technology companies have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments globally and market perceptions of the attractiveness of particular industries.

The price of the securities of companies is also significantly affected by short-term currency exchange fluctuation and the political environment in the countries in which the Company does business. As of February 28, 2023, the global economy continues to be in a period of significant economic volatility, somewhat due to the COVID-19 pandemic discussed previously, as well US and European economic and political concerns which have impacted global economic growth.

Risks and uncertainties

The Company’s operations and financial performance are subject to the normal risks of its industry and are subject to various factors which are beyond the control of the Company. Certain of these risk factors are described below. The risks described below are not the only ones facing the Company. Additional risks not currently known to the Company, or that it currently considers immaterial, may also adversely impact the Company’s business, operations, financial results or prospects, should any such other events occur.

RisksAssociated with the Business and Industry of the Company

Liquidityconcerns and future financings

Although the Company has been successful in the past in financing its activities, there can be no assurance that it will be able to obtain additional financing as and when needed in the future to execute its business plan and future operations. The ability of the Company to arrange such financing in the future will depend in part upon the prevailing capital market conditions as well as the business performance of the Company. It may be difficult or impossible for the Company to obtain financing on commercially acceptable terms. This may be further complicated by the limited market liquidity for shares of smaller companies such as the Company, restricting access to some institutional investors. There is a risk that interest rates will increase given the current historical low level of interest rates. An increase in interest rates could result in a significant increase in the amount that the Company pays to service future debt incurred by the Company and affect the Company’s ability to fund ongoing operations.

Failure to obtain additional financing on a timely basis could also result in delay or indefinite postponement of further development of its products. Such delay would have a material and adverse effect on the Company’s business, financial condition and results of operations.

TheCompany may not be able to successfully execute its business plan

The execution of the Company’s business plan poses many challenges and is based on a number of assumptions. The Company may not be able to successfully execute its business plan. If the Company’s business plan is more costly than anticipated or there are significant cost overruns, certain products and development activities may be delayed or eliminated or the Company may be compelled to secure additional funding (which may or may not be available) to execute its business plan. The Company cannot predict with certainty its future revenues or results from its operations. If the assumptions on which revenue or expenditure forecasts are based change, the benefits of the Company’s business plan may change as well. In addition, the Company may consider expanding its business beyond what is currently contemplated in its business plan. Depending on the financing requirements of a potential acquisition or new product opportunity, the Company may be required to raise additional capital through the issuance of equity or debt. If the Company is unable to raise additional capital on acceptable terms, the Company may be unable to pursue a potential acquisition or new product opportunity.

| Page **27** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Difficultiesintegrating acquisitions and strategic investments

The Company has acquired businesses, personnel and technologies in the past and expects to continue to pursue acquisitions, such as the completed acquisitions of Frankly Inc. (“Frankly”), WinView, Inc,. (“WinView”), Stream Hatchet S.L (“Stream Hatchet”), SideQik, Inc. (“SideQik”), and other investments that are complementary to the existing business, and expanding the employee base and the breadth of the Company’s offerings. The Company’s ability to grow through future acquisitions will depend on the availability of suitable acquisition and investment candidates at an acceptable cost, the ability to compete effectively to attract these candidates and the availability of financing to complete larger acquisitions. Since the Company expects the esports industry to consolidate in the future, the Company may face significant competition in executing its growth strategy. Future acquisitions or investments could result in potential dilutive issuances of equity securities, use of significant cash balances or incurrence of debt, and contingent liabilities or amortization expenses related to goodwill and other intangible assets, any of which could adversely affect the financial condition and results of operations of the Company. The benefits of an acquisition or investment may also take considerable time to develop, and the Company cannot be certain that any particular acquisition or investment will produce the intended benefits.

The above risks and difficulties, if they materialize, could disrupt the Company’s ongoing business, distract management, result in the loss of key personnel, increase expenses and otherwise have a material adverse effect on the Company’s business, results of operations and financial performance.

Managementof growth

The Company has grown rapidly since its inception, and it plans to continue to grow at a rapid pace. This growth has put significant demands on the Company’s processes, systems, and personnel.

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. Managing the Company’s growth will require significant expenditures and allocation of valuable management resources. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

TheCompany may continue to have reduced cash reserves

The Company expects its cash reserves will be reduced due to future operating losses, working capital requirements, capital expenditures, and potential acquisitions and other investments by its business, and the Company cannot provide certainty as to how long its cash reserves will last or that it will be able to access additional capital when necessary.

The Company expects to incur continued losses and generate negative cash flow until it can produce sufficient revenues to cover its costs. The Company may never become profitable. Even if the Company does achieve profitability, it may be unable to sustain or increase profitability in the future. For the reasons discussed in more detail below, there are substantial uncertainties associated with the Company achieving and sustaining profitability. The Company expects its cash reserves will be reduced due to future operating losses, and working capital requirements, and the Company cannot provide certainty as to how long its cash reserves will last or that it will be able to access additional capital if and when necessary.

Competition

The Company’s failure to compete successfully in its various markets could have a material adverse effect on the Company’s business, financial condition and results of operations. The market for the various types of product and service offerings of the Company is very competitive and rapidly changing. The Company faces competition from other esports businesses, many of which are larger and better funded than the Company. There can be no guarantee that the Company’s current and future competitors will not develop similar or superior services to the Company’s products and services which may render the Company uncompetitive. Increasing competition could result in fewer future customers, reduced revenue, reduced sales margins and loss of market share, any one of which could harm the business of the Company.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Players in the current market face a vast array of entertainment choices. Other forms of entertainment, such as offline, traditional online, personal computer and console games, television, movies, sports and the Internet are much larger and more well-established markets and may be perceived by the Company’s customers to offer greater variety, affordability, interactivity and enjoyment. These other forms of entertainment compete for the discretionary time and income of the Company’s customers. If the Company is unable to sustain sufficient interest in its products and services in comparison to other forms of entertainment, including new forms, the business model may no longer be viable.

Securityand privacy breaches

Security or privacy breaches may result in an interruption of service or a reduced quality of service, which could increase the Company’s costs or result in a reduction in the use of the Company’s services by its customers. The Company’s systems may be vulnerable to physical break-ins, computer viruses, attacks by computer hackers or similar disruptive problems. If unauthorized users gain access to the Company’s databases, they may be able to steal, publish, delete or modify sensitive information that is stored or transmitted on the Company’s networks and which the Company is required by its contracts to keep confidential. A security or privacy breach could result in an interruption of service or a reduced quality of service. Confidential information internal to the Company may also be disclosed to unauthorized personnel who may use such information in a manner adverse to the Company’s interests. Hackers may attempt to “flood” the network, thereby preventing legitimate network traffic or to disrupt the network, thereby preventing access to a service or preventing a particular individual from accessing a service. The Company may therefore be required to make significant expenditures in connection with corresponding corrective or preventive measures. In addition, a security or privacy breach may harm the Company’s reputation and cause its customers to reduce their use of the Company’s services, which could harm the Company’s revenue and business prospects. In addition, the Company’s revenue may be adversely affected by un-captured usage, in the event that the Company’s system is “hacked”, resulting in transmissions that may not be detected by its billing system. Further, the increase in traffic as a result of such unauthorized “hacking” may slow or overload the Company’s transmission network, thereby adversely affecting the overall quality of services which the Company provides to its paying customers. If the Company incurs any such losses or liabilities, the Company’s operating results, financial condition, business and prospects may be adversely affected.

Thedevelopment of high-quality products requires substantial up-front expenditures

Consumer preferences for games are usually cyclical and difficult to predict, and even the most successful titles remain popular for only limited periods of time, unless refreshed with new content or otherwise enhanced. In order to remain competitive, the Company must continuously develop new products or enhancements to existing products. The amount of lead time and cost involved in the development of high-quality products is increasing, and the longer the lead time involved in developing a product and the greater the allocation of financial resources to such product, the more critical it is that the Company accurately predicts consumer demand for such product. If its future products do not achieve expected consumer acceptance or generate sufficient revenues upon introduction, the Company may not be able to recover the substantial development and marketing costs associated with those products.

Rapidtechnological changes

Rapid technological changes may increase competition and render the Company’s technologies, products or services obsolete or cause the Company to lose market share. The online gaming, influencer and media software industries is subject to rapid and significant changes in technology, frequent new service introductions and evolving industry standards. Such changes may adversely affect the Company’s revenue. There can be no assurance that the Company can improve the features, functionality, reliability and responsiveness of infrastructure. Similarly, the technologies that the Company employs may become obsolete or subject to intense competition from new technologies in the future. If the Company fails to develop, or obtain timely access to, new technologies, or if it fails to obtain the necessary licenses for the provision of services using these new technologies, the Company may lose market share, and its results of operations would be adversely affected.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Failure to license necessary third-party software for use in the Company’s products and services, or failure to successfully integrate third party software, could cause delays or reductions in the Company’s sales, or errors or failures of the Company’s service

The Company licenses third party software that it incorporates into its products and services. In the future, the Company might need to license other software to enhance its products and meet evolving customer requirements. These licenses may not continue to be available on commercially reasonable terms or at all. Some of this technology could be difficult to replace once integrated. The loss of, or inability to obtain, these licenses could result in delays or reductions of the Company’s applications until it identifies, licenses and integrates or develops equivalent software, and new licenses could require the Company to pay higher royalties. If the Company is unable to successfully license and integrate third party technology, it could experience a reduction in functionality and/or errors or failures of the Company’s products, which may reduce demand for its products and services.

Third-party licenses may expose the Company to increased risks, including risks associated with the integration of new technology, the impact of new technology integration on existing technology, open-source software disclosure risks, the diversion of resources from the development of the Company’s own proprietary technology, and inability to generate revenue from new technology sufficient to offset associated acquisition and maintenance costs.

Proprietaryprotection and intellectual property disputes

Protection of the trade secrets, copyrights, trademarks, domain names and other product rights of the Company are important to its success. The Company protects its intellectual property rights by relying on trademark protection, common law rights as well as contractual restrictions. However, many of the Company’s proprietary technologies are currently unpatented nor has the Company made any applications for such intellectual property registrations and has no present intention to do so in the near future. As such, the current steps that it takes to protect its intellectual property, including contractual arrangements, may not be sufficient to prevent the misappropriation of its proprietary information or deter independent development of similar technologies by others.

Should the Company decide to register its intellectual property in one or more jurisdictions, it will be an expensive and time-consuming process and there is no assurance that the Company will be successful in any or all of such jurisdictions. The absence of registered intellectual property rights, or the failure to obtain such registrations in the future, may result in the Company being unable to successfully prevent its competitors from imitating its solutions or using some or all of its processes. Even if patents and other registered intellectual property rights were to be issued to the Company, its intellectual property rights may not be sufficiently comprehensive to prevent its competitors from developing similar competitive products and technologies.

Litigation may be necessary to enforce the intellectual property rights of the Company. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity or diversion of management and technical resources, any of which could adversely affect the business and operating results of the Company. Moreover, due to the differences in foreign patent, trademark, copyright and other laws concerning proprietary rights, the Company’s intellectual property may not receive the same degree of protection in foreign countries as it would in Canada or the United States. The Company’s failure to possess, obtain or maintain adequate protection of its intellectual property rights for any reason could have a material adverse effect on its business, results of operations and financial condition.

The Company may also face allegations that it has infringed the trademarks, copyrights, patents and other intellectual property rights of third parties, including from its competitors and former employers of the Company’s personnel. Whether a product infringes a patent or other intellectual property right involves complex legal and factual issues, the determination of which is often uncertain.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Systemfailures, delays and other technical problems

System failures, delays and other technical problems could harm the Company’s reputation and business, causing the Company to lose customers and expose it to customer liability. The Company may experience failures or interruptions of its systems and services, or other problems in connection with its operations as a result of, amongst other things:

●	damage<br> to, or failure of, its computer software or hardware or its infrastructure and connections;
●	data<br> processing errors by its systems;
●	computer<br> viruses or software defects; and
●	physical<br> or electronic break-ins, sabotage, intentional acts of vandalism and similar events.

If the Company cannot adequately ensure that its network services perform consistently at a high level or otherwise fail to meet its customers’ expectations:

●	it<br> may experience damage to its reputation, which may adversely affect its ability to attract or retain customers who participate in<br> online esports tournaments;
●	its<br> operating expenses or capital expenditures may increase as a result of corrective actions that the Company must perform; or
●	one<br> or more of its significant contracts may be terminated early or may not be renewed.

Transmissionof User Data

The Company transmits and stores a large volume of data. The Company is subject to legislation and regulations on the collection, storage, retention, transmission, and use of user-data that it collects. The Company’s efforts to protect the personal information of its users, partners and clients may be unsuccessful due to the actions of third parties, software bugs or technical malfunctions, employee error or malfeasance, or other factors. In addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to the Company’s data, users’ data, partners’ data or clients’ data. If any of these events occur, users’, partners’ or clients’ information could be accessed or disclosed improperly. Any incidents involving the unauthorized access to or improper use of the information of users or incidents involving violation of the Company’s terms of service or policies could damage the Company’s reputation and brands and diminish its competitive position. Moreover, affected users, clients or governmental authorities could initiate legal or regulatory action against the Company in connection with such incidents, which could cause the Company to incur significant expense and liability or result in orders or consent decrees forcing the Company to modify its business practices and remediate the effects of any such incidents of unauthorized access or use. Any of these events could have a material adverse effect on the Company’s prospects, businesses, financial condition, or results of operations.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Datacollection risks

The Company partially relies on data captured by Stream Hatchet for its revenues and for assessing the performance of some of its brands. Capturing accurate data is subject to various limitations. For example, Stream Hatchet may need to collect certain data from mobile carriers or other third parties such as various viewing platforms, which limits the Company’s ability to verify the reliability of such data. Further, Stream Hatchet may not be able to collect any data from third parties at all. Failure to capture accurate data or an incorrect assessment of this data may materially harm business and operating results.

Globaleconomy

The business of the Company is subject to general economic conditions. Adverse changes in general economic and market conditions could adversely impact demand for the Company’s products, prices, revenue, operating costs, results of financing efforts, and the timing and extent of capital expenditures.

Foreignoperational risks

A significant portion of the business and operations of the Company is conducted in foreign jurisdictions, including the United States, and Spain. As such, the Company’s business and operations may be adversely affected by changes in foreign government policies and legislation or social instability and other factors which are not within the control of the Company, including, but not limited to, renegotiation or nullification of existing contracts or licenses, changes in policies, regulatory requirements or the personnel administering them, economic sanctions, risk of terrorist activities, revolution, border disputes, implementation of tariffs and other trade barriers and protectionist practices, volatility of financial markets, labor disputes and other risks arising out of foreign governmental sovereignty over the areas in which the Company’s business is conducted. The Company’s operations may also be adversely affected by laws and policies of such foreign jurisdictions affecting foreign trade, taxation and investment.

If the Company’s operations are disrupted and/or the economic integrity of its contracts is threatened for unexpected reasons, its business may be harmed. In the event of a dispute arising in connection with the Company’s operations in a foreign jurisdiction where the Company conducts or will conduct its business, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdictions of the courts of Canada or enforcing Canadian judgments in such other jurisdictions. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. Accordingly, the Company’s activities in foreign jurisdictions could be substantially affected by factors beyond their control, any of which could have a material adverse effect on the Company. The Company believes that its management is sufficiently experienced to manage these risks.

Regulation

The Company is subject to general business regulations and laws as well as regulations and laws specifically governing the internet, gaming, e-commerce and electronic devices. Existing and future laws and regulations may impede the Company’s growth or strategy. These regulations and laws cover taxation, privacy, data protection, pricing, content, copyrights, distribution, mobile communications, consumer protection, web services, wagering, the provision of online payment services, websites and the characteristics and quality or products and services. Unfavorable changes in regulations and laws could decrease demand for the Company’s events, online offering and merchandise, increase its cost of doing business or otherwise have a material adverse effect on the Company’s reputation, popularity, results of operations and financial condition.

TheCompany has never paid dividends and may not do so in the foreseeable future

The Company has never paid cash dividends on the common shares in its capital (the “Common Shares”). Currently, the Company intends to retain its future earnings, if any, to fund the development and growth of its business, and does not anticipate paying any cash dividends on its Common Shares in the near future. As a result, shareholders will have to rely on capital appreciation, if any, to earn a return on investment in any Common Shares in the foreseeable future.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Themarket price for Common Shares has been volatile in the past, and may be subject to fluctuations in the future

The market price of the Common Shares may be volatile and subject to wide fluctuations in response to numerous factors, many of which are beyond the Company’s control. This volatility may affect the ability of holders of Common Shares to sell their securities at an advantageous price. Market price fluctuations in the Common Shares may be due to the Company’s operating results failing to meet expectations of securities analysts or investors in any period, downward revision in securities analysts’ estimates, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the Common Shares.

Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the Common Shares may decline even if the Company’s operating results, underlying asset values or prospects have not changed. Additionally, these factors, as well as other related factors, may cause decreases in asset values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company’s operations could be adversely impacted, and the trading price of the Common Shares may be materially adversely affected.

Emergingdiseases, like COVID-19, may adversely affect the Company’s operations, suppliers, or customers

Emerging diseases, like COVID-19, and government actions to address them, may adversely affect the Company’s operations, suppliers, or customers. The COVID-19 pandemic continues to evolve rapidly and, as a result, it is difficult to accurately assess its continued magnitude, outcome and duration, but it could:

●	worsen<br> economic conditions, which could negatively impact access to capital;
●	reduce<br> consumer spending;
●	limit<br> the Company’s employees from travelling which could affect the execution of the Company’s business plan given the Company<br> is multi-jurisdictional; or
●	result<br> in governmental regulation adversely impacting the Company’s business

all of which could have a material adverse effect on the Company’s business, financial condition and results of operations, which could be rapid and unexpected.

Retentionand acquisition of new CMS platform customers

Our financial performance and operations are dependent in part on retaining our current CMS platform customers and acquiring new CMS platform customers. We currently serve a large number of customers with our CMS platform and a typical customer contract runs for multiple years. However, we compete with the other technology providers in the market and increasing competition may affect our ability to retain current and acquire new customers. Any number of factors could potentially negatively affect our customer retention or acquisition. For example, a current customer may request products or services that we currently do not provide and may be unwilling to wait until we can develop or source such additional features. Other factors that affect our ability to retain or acquire new CMS platform customers include:

●	customers<br> increasingly use competing products or services;
●	we<br> fail to introduce new and improved products or if we introduce new products or services that are not favorably received;
●	we<br> are unable to continue to develop new products and services that work with a variety of mobile operating systems and networks and/or<br> that have a high level of market acceptance;
●	there<br> are changes in customer preference;
●	there<br> is consolidation or vertical integration of our customers;
●	there<br> are changes in customer sentiment about the quality or usefulness of our products and services;
●	there<br> are adverse changes in our products that are mandated by legislation, regulatory authorities, or litigation, including settlements<br> or consent decrees;

| Page **33** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

●	technical<br> or other problems prevent us from delivering our products in a rapid and reliable manner;
●	we<br> fail to provide adequate customer service to our customers; or
●	we,<br> our software developers, or other companies in our industry are the subject of adverse media reports or other negative publicity.

Exposureto advertising marketplace

A significant portion of our projected revenue is generated from the sale of national and local online advertising inventory, which is dependent on available advertising inventory and market demand and prices for such inventory. A decline in available supply of advertising inventory, general demand for advertising inventory and general economic conditions may materially and adversely affect our advertising revenue. Changes in advertising technologies, rules and regulations may also have a material adverse effect on our advertising revenue.

A significant portion of our projected revenue is generated from the sale of national and local online advertising inventory, the majority of which we sell on an automated basis through real-time bidding. We also sell a small portion of our inventory to premium direct advertising customers to whom we provide guaranteed advertisement inventory. Our advertising revenue is dependent on the amount of advertising inventory that is available to us to sell and market demand and prices for such inventory.

The amount of advertising inventory available for us to sell is affected by many variables including but not limited to:

●	the<br> negotiated amount of inventory we receive from our current CMS customers;
●	the<br> amount of additional inventory our current CMS customers permit us to sell on their behalf;
●	our<br> ability to acquire inventory to sell on behalf of parties that are not customers of our CMS;
●	the<br> amount of inventory available on our owned and operated properties;
●	the<br> amount of end-user traffic to our customers’ and our online properties; and
●	the<br> specific type of advertising to be sold, such as display, video, or mobile advertising.

While we endeavor to maximize the amount of inventory, we are able to sell, some of the foregoing variables, and by extension the amount of inventory we may sell, are affected by market forces and other contingencies that we do not control.

The other principal component of gross advertising revenue is the price at which advertising inventory may be sold. To a large extent, the prices we are able to achieve for our advertising inventory are a product of the market supply and demand, which may vary based on several factors including ad size, ad type, geographic region, and time of year. At a macro level, advertising spending is also sensitive to overall economic conditions, and our advertising revenues will be adversely affected if advertisers respond to weak and uncertain economic conditions, for example as a result of disruptions from COVID-19, by reducing their budgets or changing their spending patterns. There are limitations on the amount that we can compensate for fluctuations in the prevailing market prices for advertising inventory. Any reduction in spending by existing or potential advertisers and a decline in available advertising inventory or demand for such inventory would negatively affect our advertising revenue and could affect our ability to grow our advertising customer base.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

Volatilityof Revenues and Expenses

We may experience wide fluctuations in reported revenue and earnings from one period to another due to seasonality in revenue streams, short-term nature of some customer agreements and engagements, gain or loss of customer agreements, one-time other non-recurring revenues, and expenses. Additionally, we may experience wide fluctuations in revenues and expenses due to required accounting treatment of certain non-cash items, including the accounting treatment of the liability for our outstanding warrants and convertible debt. Because of the nascent nature and stage of some of our assets, investments, and intangibles, and difficulty in assessing their valuation, we may be required from time to time to impair, write down or otherwise adjust the carrying value of these assets, investments and intangibles, and such impairments and write-downs may have a material impact on our reported earnings.

Cybersecuritythreats

A cyber incident is an intentional or unintentional event that could threaten the integrity, confidentiality or availability of the Company’s information resources. These events include, but are not limited to, unauthorized access to information systems, a disruption to our information systems, or loss of confidential information. The Company’s primary risks that could result directly from the occurrence of a cyber incident include operational interruption, damage to our public image and reputation, and/or potentially impact the relationships with our customers.

We have implemented processes, procedures and controls to mitigate these risks, including, but not limited to, firewalls and antivirus programs and training and awareness programs on the risks of cyber incidents. These procedures and controls do not guarantee that the financial results may not be negatively impacted by such an incident.

Proposedlegislation in the U.S. Congress, including changes in U.S. tax law, and the recently enacted Inflation Reduction Act of 2022 may adverselyimpact the Company and the value of the Common Shares.

Changes to U.S. tax laws (which changes may have retroactive application) could adversely affect the Company or holders of the Common Shares. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.

The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact the Company’s financial performance and the value of the Common Shares. Additionally, states in which the Company operates or owns assets may impose new or increased taxes. If enacted, most of the proposals would be effective for 2022 or later years. The proposed legislation remains subject to change, and its impact on the Company and purchasers of the Common Shares is uncertain.

In addition, the Inflation Reduction Act of 2022 was recently signed into law and includes provisions that will impact the U.S. federal income taxation of corporations. Among other items, this legislation includes provisions that will impose a minimum tax on the book income of certain large corporations and an excise tax on certain corporate stock repurchases that would be imposed on the corporation repurchasing such stock. It is unclear how this legislation will be implemented by the U.S. Department of the Treasury and the Company cannot predict how this legislation or any future changes in tax laws might affect the Company or purchasers of the Common Shares.

RisksRelated to Our Securities

TheCompany’s Foreign Private Issuer status under United States Securities Laws.

The Company is a “foreign private issuer”, under applicable United States federal securities laws, and is, therefore, not subject to the same requirements that are imposed upon United States domestic issuers by the SEC. Under the Exchange Act, the Company is subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of United States domestic reporting companies. As a result, the Company does not file the same reports that a United States domestic issuer would file with the SEC, although the Company is required to file with or furnish to the SEC the continuous disclosure documents that it is required to file in Canada under Canadian securities laws. In addition, the Company’s officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Therefore, the Company’s shareholders may not know on as timely a basis when the Company’s officers, directors and principal shareholders purchase or sell Common Shares, as the reporting periods under the corresponding Canadian insider reporting requirements are longer.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

As a foreign private issuer, the Company is exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements. The Company is also exempt from Regulation FD, which prohibits issuers from making selective disclosures of material non-public information. While the Company complies with the corresponding requirements relating to proxy statements and disclosure of material non-public information under Canadian securities laws, these requirements differ from those under the Exchange Act and Regulation FD and shareholders should not expect to receive the same information at the same time as such information is provided by United States domestic companies. In addition, the Company may not be required under the Exchange Act to file annual and quarterly reports with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act.

In order to maintain its status as a foreign private issuer, a majority of the Common Shares must be either directly or indirectly owned by non-residents of the United States unless the Company also satisfies one of the additional requirements necessary to preserve this status. The Company may in the future lose its foreign private issuer status if a majority of its Common Shares are held in the United States and if the Company fails to meet the additional requirements necessary to avoid loss of its foreign private issuer status. The regulatory and compliance costs under United States federal securities laws as a United States domestic issuer may be significantly more than the costs incurred as a Canadian foreign private issuer using the standard foreign form or as Canadian foreign private issuer eligible to use the multi-jurisdictional disclosure system adopted by the securities regulatory authorities in United States and Canada (“MJDS”). If the Company is not a foreign private issuer, it would not be eligible to use the MJDS or other foreign issuer forms and would be required to file periodic and current reports and registration statements on United States domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.

TheCompany is an emerging growth company and relies on exemptions from certain disclosure requirements which may make its Common Sharesless attractive to investors.

The Company is an “emerging growth company” as defined in section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and the Company will continue to qualify as an emerging growth company until the earliest to occur of: (a) the last day of the fiscal year during which the Company has total annual gross revenues of US$1,235,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of the fiscal year of the Company following the fifth anniversary of the date of the first sale of common equity securities of the Company pursuant to an effective registration statement under the Securities Act, as amended; (c) the date on which the Company has, during the previous three year period, issued more than US$1,000,000,000 in non-convertible debt; and (d) the date on which the Company is deemed to be a “large accelerated filer”, as defined in Rule 12b-2 under the Exchange Act. The Company will qualify as a large accelerated filer (and would cease to be an emerging growth company) at such time when on the last business day of its second fiscal quarter of such year the aggregate worldwide market value of its common equity held by non-affiliates will be US$700,000,000 or more.

For so long as the Company remains an emerging growth company, it is permitted to and intends to rely upon exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of SOX. The Company cannot predict whether investors will find its Common Shares less attractive because the Company relies upon certain of these exemptions. If some investors find the Common Shares less attractive as a result, there may be a less active trading market for the Common Shares and the Common Share price may be more volatile. On the other hand, if the Company no longer qualifies as an emerging growth company, the Company would be required to divert additional management time and attention from the Company’s development and other business activities and incur increased legal and financial costs to comply with the additional associated reporting requirements, which could negatively impact the Company’s business, financial condition and results of operations.

Ourfailure to meet the continued listing requirements Nasdaq could result in a delisting of our securities.

On June 23, 2022, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, based upon the closing bid price of our Common Shares for the 30 consecutive business day period prior to June 23, 2022, we did not meet the minimum bid price of $1.00 per share required for continued listing on the Nasdaq Capital Market (“Nasdaq”) pursuant to Nasdaq Listing Rule 5550(a)(2). The letter also indicated that we will be provided with a compliance period of 180 calendar days, or until December 20, 2022 (the “Compliance Period”), in which to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A). On December 21, 2022, we received a 180 calendar day extension to the initial Compliance Period.

| Page **36** of **38** |

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

In order to regain compliance with Nasdaq’s minimum bid price requirement, our Common Shares must maintain a minimum closing bid price of $1.00 for at least ten consecutive business days during the Compliance Period. In the event we do not regain compliance by the end of the Compliance Period, we may be eligible for additional time to regain compliance. To qualify, we will be required to meet the continued listing requirement for the market value of its publicly held shares and all other initial listing standards for Nasdaq, with the exception of the bid price requirement, and will need to provide written notice of our intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split if necessary. If we meet these requirements, we may be granted an additional 180 calendar days to regain compliance. However, if it appears to Nasdaq that we will be unable to cure the deficiency, or if we are not otherwise eligible for the additional cure period, Nasdaq will provide notice that our Common Shares will be subject to delisting.

If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price requirements, Nasdaq may take steps to delist our Common Shares. Such a delisting would have a materially adverse effect on the price of our Common Shares, impair the ability to sell or purchase our Common Shares when persons wish to do so, and materially adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all. Delisting from Nasdaq could also have other negative results, including the potential loss of institutional investor interest and fewer business development opportunities, as well as a limited amount of news and analyst coverage. In the event of a delisting, we would attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that any such action taken by us would allow our securities to become listed again, stabilize the market price or improve the liquidity of our securities, prevent our Common Shares from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

Subsequent events

ArrangementAgreement

The Company and GSQ entered into a definitive arrangement agreement dated December 7, 2022, to combine their businesses via an all-share deal, whereby each common share of GameSquare will be exchanged for 0.08262 common shares of the Company (on a pre-Consolidation basis).

PublicOffering and Share Consolidation

Prior to the closing of the Arrangement, the Company closed a public offering of 7,673,000 subscription receipts (the “Subscription Receipts”) at an issue price of US$1.25 per Subscription Receipt, including the partial exercise of the over-allotment option, for aggregate gross proceeds of US$9.59 million. As a result of the closing of the Arrangement, the Subscription Receipts were consolidated on the same ratio as the Consolidation (as discussed below) and automatically exchanged on a one-to-one basis for common shares of the Company without any further action on the part of the holder and without payment of additional consideration.

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GameSquareHoldings, Inc.

(formerly Engine Gaming & Media, Inc.)

Management’sDiscussion and Analysis

(Expressedin United States Dollars)

On April 10, 2023, the Company enacted a reverse stock split to consolidate (the “Consolidation”) the Company’s outstanding common shares on the basis of one new common share for every four existing common shares. As a result, the Company has approximately 12.9 million shares outstanding following completion of the Consolidation, the Arrangement and the conversion of the Subscription Receipts.

GameSquareBoard of Directors and Management Team

The board of directors of GameSquare includes Justin Kenna, Tom Walker, Travis Goff, Jerami Gorman, Tom Rogers (Executive Chairman), Lou Schwartz, and Stu Porter.

Sharesfor Debt Settlement

The Company announced on March 23, 2023, that it has completed its shares for debt transaction whereby an aggregate of US$305,137 of the Company’s outstanding debt was extinguished by way of the issuance of 200,000 common shares in the capital of the Company (the “Shares”) at a deemed price of US$1.525 (CDN$2.04) per Share. The Company has also issued 100,000 common shares to fully settle an outstanding litigation matter. The Shares issued pursuant to the shares for debt transactions are subject to a four month plus one day hold period expiring on July 23, 2023.

Management’s Responsibility for Financial Information

The Company’s financial statements and the other financial information included in this management report are the responsibility of the Company’s management and have been examined and approved by the Company’s audit committee and Board of Directors. The accompanying financial statements are prepared by management in accordance with IFRS and include certain amounts based on management’s best estimates using careful judgment. The selection of accounting principles and methods is management’s responsibility.

Management recognizes its responsibility for conducting the Company’s affairs in a manner to comply with the requirements of applicable laws and established financial standards and principles, and for maintaining proper standards of conduct in its activities. The Board of Directors supervises the financial statements and other financial information through its audit committee, which is comprised of four non-management directors.

This committee’s role is to examine the financial statements and recommend that the Board of Directors approve them, to examine the internal control and information protection systems and all other matters relating to the Company’s accounting and finances. To do so, the audit committee meets annually with the external auditors, with or without the Company’s management, to review their respective audit plans and discuss the results of their examination. This committee is responsible for recommending the appointment of the external auditors or the renewal of their engagement.

Additional information

This MD&A, as well as additional information regarding the Company, have been filed electronically with the Canadian securities regulators through the System for Electronic Document Analysis and Retrieval (“SEDAR”) and may be accessed through SEDAR’s website at www.sedar.com and the Securities Exchange Commission (“SEC”) and may be accessed through the SEC’s website EDGAR at www.sec.gov.

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Exhibit99.3

FORM52-109F2

CERTIFICATIONOF INTERIM FILINGS

FULLCERTIFICATE

I, Justin Kenna, Chief Executive Officer of GameSquare Holdings, Inc., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of GameSquare Holdings, Inc. (the “issuer”) for the interim period ended February 28, 2023.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings

a.	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
i.	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
---	---
ii.	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
b.	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
---	---

5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Integrated Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

5.2 N/A

5.3 N/A

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on December 1, 2022, and ended on February 28, 2023, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Date:<br> April 17, 2023.
/s/ Justin Kenna
Justin Kenna
Chief<br> Executive Officer

Exhibit 99.4

FORM52-109F2

CERTIFICATIONOF INTERIM FILINGS

FULLCERTIFICATE

I, Michael Munoz, Chief Financial Officer of GameSquare Holdings, Inc., certify the following:

a.	designed<br> DC&P, or caused it to be designed under our supervision, to provide reasonable assurance<br> that
i.	material<br> information relating to the issuer is made known to us by others, particularly during the<br> period in which the interim filings are being prepared; and
---	---
ii.	information<br> required to be disclosed by the issuer in its annual filings, interim filings or other reports<br> filed or submitted by it under securities legislation is recorded, processed, summarized<br> and reported within the time periods specified in securities legislation; and
b.	designed<br> ICFR, or caused it to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with the issuer’s GAAP.
---	---

5.2 N/A

5.3 N/A

Date:<br> April 17, 2023.
/s/ Michael Munoz
Michael<br> Munoz
Chief<br> Financial Officer