6-K
GameSquare Holdings, Inc. (GAME)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023.
Commission File Number: 001-39389
EngineGaming and Media, Inc.
(Exact Name of Registrant as Specified in Charter)
77King Street West, Suite 3000, PO Box 95, Toronto, Ontario, Canada M5K 1G8
(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 ☐
INCORPORATIONBY REFERENCE
Exhibit 99.2 of this Form 6-K of Engine Gaming and Media, Inc. (the “Company”) is 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.
| ENGINE GAMING AND MEDIA, INC. | |||
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| (Registrant) | |||
| Date: | March<br> 30, 2023 | By: | /s/ Louis Schwartz |
| Name: | Louis<br> Schwartz | ||
| Title: | Chief<br> Executive Officer and Director |
EXHIBITINDEX
| 99.1 | News Release dated March 30, 2023 |
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| 99.2 | Term Sheet dated March 30, 2023 |
Exhibit99.1
ENGINEGAMING Announces SIZE and confirms pricing OF PREVIOUSLY ANNOUNCED Overnight Marketed OFFERing
NEWYORK, NY / ACCESSWIRE / March 30, 2023 / Engine Gaming and Media, Inc. (GAME) (“Engine” or the “Company”) (NASDAQ:GAME)(TSXV:GAME) announces that pursuant to its previously announced overnight marketed offering (the “Offering”), the Company will issue up to US$9 million of subscription receipts (the “Subscription Receipts”) of the Company at an issue price of US$1.25 per Subscription Receipt.
The Offering will be conducted on a “best efforts” basis by Roth Canada, Inc. (the “Agent”). The Agent will be granted an option to sell up to an additional 15% of the Subscription Receipts offered pursuant to the Offering on the same terms and conditions for a period of 30 days following the closing of the Offering.
As previously announced, Engine and GameSquare have entered into an arrangement agreement pursuant to which Engine will acquire all the issued and outstanding common shares of GameSquare Esports Inc. (CSE: GSQ; OTCQB: GMSQF; FRA: 29Q1) (“GameSquare”) (the “Transaction”) at an exchange ratio of 0.08262 of a common share of Engine for each common share of GameSquare (subject to adjustment on Consolidation as discussed below). The plan of arrangement has received approval from the Ontario Superior Court of Justice (Commercial List) and the Transaction was previously approved by shareholders of GameSquare and Engine.
On closing of the Transaction with GameSquare, the Subscription Receipts will automatically be exchanged on a one-to-one basis for common shares of the Company (subject to adjustment on Consolidation as discussed below) without any further action on the part of the holder and without payment of additional consideration. The Transaction is expected to close in the next two weeks subject to customary transaction closing conditions. The gross proceeds of the Offering will be held in escrow until the Transaction with GameSquare is closed.
In connection with the closing of the Transaction, it is expected that the Company will change its name to “GameSquare Inc.” and the common shares of the Company will be consolidated (the “Consolidation”) at a ratio to satisfy the minimum bid price requirement of the Nasdaq Capital Market (“Nasdaq”).
Closing of the Offering is expected to be during the week of April 3, 2023, and will be subject to a number of customary conditions including, but not limited to, receipt of all necessary regulatory approvals and stock exchange approvals, including approval of the TSX Venture Exchange and notification to Nasdaq, and the entering into of an agency agreement with the Agent.
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In connection with the Offering, the Company will file a prospectus supplement to its short form base shelf prospectus dated March 24, 2021 (the “base shelf prospectus”). The prospectus supplement will be filed with the securities regulatory authorities in each of the provinces of Canada (except Québec), and with the United States Securities and Exchange Commission (the “SEC”) and, once filed, will form a part of the Company’s registration statement on Form F-10, as amended (File No. 333-254719), filed with the SEC under the U.S.-Canada multijurisdictional disclosure system (the “Registration Statement”). The Offering will be made in Canada only by means of the base shelf prospectus and prospectus supplement and in the United States only by means of the Registration Statement, including the base shelf prospectus, and U.S. prospectus supplement. Such documents contain important information about the Offering. Copies of the base shelf prospectus, and the prospectus supplement when available, can be found on SEDAR at www.sedar.com and a copy of the Registration Statement, including the base shelf prospectus, and the U.S. prospectus supplement when available, can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from Roth Canada, Inc., Attn: Equity Capital Markets, 1921-130 King Street West, Toronto, ON M5X 2A2, Email: [email protected].
Prospective investors should read the base shelf prospectus and the prospectus supplement as well as the Registration Statement and U.S. prospectus supplement, and all documents incorporated by reference therein, before making an investment decision.
Nosecurities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitutean offer to sell or the solicitation of an offer to buy nor shall there be any sale of Subscription Receipts in any province, state orjurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securitieslaws of any such province, state or jurisdiction.
RelatedParty Transaction
Certain insiders of the Company (the “Participating Insiders”) are expected to participate in the Offering. The participation of the Participating Insiders constitutes a “related party transaction”, as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transaction (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the Participating Insiders’ participation in the Offering will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
AboutEngine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME)(TSXV:GAME) provides unparalleled live streaming data and social analytics, influencer relationship management and monetization, and programmatic advertising to support the world’s largest video gaming companies, brand marketers, ecommerce companies, media publishers and agencies to drive new streams of revenue. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; and Frankly Media, a digital publishing platform used to create, distribute, and monetize content across all digital channels. Engine Gaming generates revenue through a combination of software-as-a-service subscription fees, managed services, and programmatic advertising. For more information, please visit www.enginegaming.com.
AboutGameSquare Esports Inc.
GameSquare Esports Inc. is a vertically integrated, international digital media and entertainment company enabling global brands to connect and interact with gaming and esports fans. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, GCN, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA., NextGen Tech, LLC (dba as Complexity Gaming), a leading esports organization operating in the United States, Swingman LLC (dba ZONED), a gaming and lifestyle marketing agency based in Los Angeles, USA, Fourth Frame Studios, a multidisciplinary creative production studio, and Mission Supply, a merchandise and consumer products business. GameSquare is headquartered in Toronto, Canada.
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CompanyContact:
Lou Schwartz
647-725-7765
InvestorRelations Contact:
Shannon Devine
MZ North America
Main: 203-741-8811
GameSquareContact:
Paolo DiPasquale, Chief Strategy Officer
Phone: (216) 464-6400
Email: [email protected]
Andrew Berger
Phone: (216) 464-6400
Email: [email protected]
Forward-LookingInformation and Statements
This press release contains certain “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, information related to the closing of the Transaction, the Consolidation and name change, the proposed securities offered, pricing, size, completion, including receipt of all necessary regulatory approvals and stock exchange approvals, and use of proceeds of the Offering, including the grant, structure, and exercise of the over-allotment option.
By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements.
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An investment in securities of the Company is speculative and subject to a number of risks including, without limitation, the risks discussed under the heading “Risk Factors” on pages 20 to 28 of the Company’s annual information form dated November 29, 2022, “Risk Factors” on pages 6 to 14 of the Company’s annual report on Form 20-F filed with the SEC on December 30, 2022, and Risk Factors relating to the Transaction as set out on pages 45 to 47 in the Company’s management information circular dated January 23, 2023. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information and forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. A number of risks, uncertainties and other factors could cause actual results to differ materially from the results discussed in the forward-looking information and forward-looking statements contained herein.
In connection with the forward-looking information and forward-looking statements contained in this press release, the Company has made certain assumptions, including, but not limited to the following: the Offering, including the use of proceeds; the Transaction, including the expected closing date; the Company will remain in compliance with regulatory requirements; the Company will have sufficient working capital and will, if necessary, be able to secure additional funding necessary for the continued operation and development of its business; key personnel will continue their employment with the Company and the Company will be able to obtain and retain additional qualified personnel, as needed, in a timely and cost efficient manner; and general economic conditions and global events.
Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice.
NeitherTSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
Exhibit99.2
March 30, 2023
TERMSHEET
ENGINEGAMING AND MEDIA, INC.
(TOBE RENAMED “GAMESQUARE INC.”)
OVERNIGHT MARKETED AGENCY SUBSCRIPTION RECEIPT OFFERING
Afinal base shelf prospectus containing important information relating to the securities described in this document has been filed withthe securities regulatory authorities in all of the provinces of Canada, except Quebec. A copy of the final base shelf prospectus, anyamendment to the final base shelf prospectus and any applicable Canadian shelf prospectus supplement that has been filed, is requiredto be delivered with this document.
Thisdocument does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final baseshelf prospectus and any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement for disclosure ofthose facts, especially risk factors relating to the securities offered, before making an investment decision.
Theissuer has filed a registration statement on Form F-10 (including the final base shelf prospectus), as amended (File No. 333-254709)(the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) forthe offering to which this document relates. Before you invest, you should read the Registration Statement, any applicable U.S. prospectussupplement and the other documents that the issuer has filed with the SEC for more complete information about the issuer and this offering.You may obtain these documents free of charge on EDGAR by visiting the SEC’s website at http://www.sec.gov.
Copiesof the final base shelf prospectus, Registration Statement and the applicable prospectus supplements may be obtained upon request inCanada by contacting Roth Canada Inc. by telephone at (949) 720-5700 or by email at [email protected]. You may also get thesedocuments for free by visiting SEDAR at www.sedar.com or EDGAR on the SEC website at www.sec.gov.
| Issuer: | Engine<br> Gaming and Media, Inc. (the “Company”). |
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| Issue: | Subscription<br> receipts of the Company (the “Subscription Receipts”). |
| Issue Price: | US$1.25<br> per Subscription Receipt (the “Issue Price”). |
| Issue Size: | Up<br> to USD$9 million. |
| Over-Allotment Option: | The<br> Company will also grant to the Agent an option to offer up to an additional 15% of the number of Subscription Receipts issued pursuant<br> to the Offering, exercisable in whole or in part, from time to time beginning on the closing of the Offering until 30 days following<br> the closing of the Offering. |
| Form of Offering: | Best-efforts,<br> overnight marketed offering of Subscription Receipts by way of (i) a prospectus supplement to the short form base shelf prospectus<br> of the Company dated March 25, 2021 filed in each of the Provinces of Canada other than Quebec, (ii) in the United States pursuant<br> to a U.S. prospectus supplement to the Company’s registration statement on Form F-10 and (iii) as agreed to by Roth (as defined<br> below) and the Company, outside of Canada and the United States without: (A) giving rise to any requirement under the laws of such<br> jurisdiction to prepare and/or file a prospectus, registration statement or document having similar effect; or (B) creating any ongoing<br> compliance or continuous disclosure obligations for the Company pursuant to the laws of such jurisdiction (the “Offering”). |
| Use of Proceeds: | The<br> net proceeds of the Offering are intended to be used for general expenses and other working capital items. |
| Subscription Receipts: | Each<br> Subscription Receipt will entitle the holder thereof to receive, without payment of any additional consideration and with no further<br> action on the part of the holder thereof, one common share of the Company (a “Common Share”) upon satisfaction<br> or waiver of the Escrow Release Conditions (as defined below) prior to the Escrow Deadline (as defined below). |
| Escrowed Proceeds: | On<br> the Closing Date, the gross proceeds of the Offering less 50% of the commission payable to the Agents and the expenses of the Agents<br> payable by the Company pursuant to the terms of the Agency Agreement (the “Escrowed Proceeds”) will be delivered<br> to and held by Computershare Trust Company of Canada (the “Escrow Agent”) and invested in an interest bearing<br> account (the Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”). | |
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| Transaction: | The<br> Offering is being completed in connection with the Company’s previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which it will acquire all of the issued and outstanding common shares of GameSquare Esports<br> Inc. (the “Arrangement”) pursuant to the terms of an arrangement agreement dated December 7, 2022 (the “Arrangement Agreement”). | |
| Escrow Release Conditions: | (a) | the<br> Arrangement Agreement has not, without the prior consent of Roth, on behalf of the Agents, been amended in a manner which results<br> in a material adverse effect on the value of the Arrangement to the Company and its subsidiaries (on a consolidated basis); |
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| (b) | the<br> parties to the Arrangement Agreement are able to complete the Arrangement in all material respects in accordance with the terms of<br> the Arrangement Agreement; and | |
| (c) | the<br> Company will have changed its name to “GameSquare Inc.” and the common shares will be consolidated on a ratio to meet<br> the minimum trading price requirement of Nasdaq Capital Market (the foregoing, collectively, the “Escrow Release Conditions”). | |
| Release of the Escrowed Funds | Upon<br> the satisfaction of the Escrow Release Conditions, the Escrow Agent shall release from the Escrowed Funds: (i) to the Agents, the<br> remaining 50% of the commission (the “Agents’ Payment”), and (ii) following, or concurrently with, release<br> of the Agents’ Payment, all remaining Escrowed Funds to the Company (or as it may otherwise direct).<br><br> <br><br><br> <br>The<br> date on which the Escrow Release Conditions are satisfied shall be no later than April 30, 2023 (the “Escrow Deadline”),<br> except as may be extended in accordance with the terms of the Subscription Receipt Agreement.<br><br> <br><br><br> <br>Unless<br> the consent of holders of not less than 66⅔% of the then outstanding Subscription Receipts is obtained pursuant to the terms<br> of the Subscription Receipt Agreement, in the event that (i) the Escrow Release Conditions are not satisfied prior to the Escrow<br> Deadline, (ii) the Arrangement Agreement is terminated, (iii) the Company advises the Agent and the Escrow Agent that the Company<br> no longer intends to complete the Arrangement, or (iv) the Company announces to the public that it does not intend to proceed with<br> the Arrangement (in any such case, a “Termination”), holders of the Subscription Receipts shall, commencing at<br> 5:00 p.m. (Toronto time) on the third business day following the date on which the Termination occurs, be entitled to receive from<br> the Escrow Agent an amount equal to the Issue Price for each Subscription Receipt, and all of the Subscription Receipts shall be<br> cancelled. If the amount of the Escrowed Funds, including all interest thereon, would not be sufficient to satisfy any such payment<br> then, pursuant to the Subscription Receipt Agreement, the Company will be required to deposit an additional amount, sufficient to<br> satisfy the shortfall, with the Escrow Agent prior to the time at which the payment is required. | |
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| Listing | The<br> Company’s common shares are listed on the Nasdaq Capital Market (the “Nasdaq”) and on the TSX Venture Exchange<br> (the “TSXV”) under the symbol “GAME”. The Subscription Receipts will not be listed on Nasdaq or the<br> TSXV. It is a condition to the closing of the Offering that the common shares underlying the Subscription Receipts be listed on the<br> Nasdaq and the TSXV.<br><br> <br><br><br> <br>Following<br> the closing of the Arrangement, it is expected that the Company’s common shares will be listed on the Nasdaq and the TSXV. | |
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| Eligibility: | Eligible<br> for RRSPs, RRIFs, RESPs, TFSAs, RDSPs, DPSPs and FHSAs (after April 1, 2023). | |
| Lead Agent: | Roth<br> Canada Inc. (“Roth”) and its affiliates are acting as lead agent and sole book runner. | |
| Commission: | 7.0%<br> cash commission of the gross proceeds raised, subject to zero fees for orders on a “president’s list” and a corporate<br> finance fee equal to US$125,000. | |
| Closing Date: | The<br> Offering will close on or about the week of April 3, 2023, or such other date as the Agent and the Company may agree (the “Closing Date”). |
Nosecurities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. Informationhas been incorporated by reference in this Prospectus Supplement from documents filed with securities commissions or similar authoritiesin Canada and the United States.