Welcome to the special meeting of shareholders of GameSquare Esports Inc. Please note that the meeting is being recorded. I would like to introduce Mr. Justin Kenna, Chief Executive Officer and Chair of today's meeting. Mr. Kenna, the floor is yours.
Good morning. The special meeting of shareholders of GameSquare Esports Inc. will now come to order. I'm Justin Kenna, Chief Executive Officer of GameSquare, and I'll be acting as chair of today's meeting. Only registered shareholders and duly appointed proxy holders who have signed into this online webcast will be able to vote on the resolutions tabled at this meeting, as well as ask questions. Given the virtual format of today's meeting, and in order for us to expediently undertake the business to be conducted at this meeting, we would request that shareholders or duly appointed proxy holders who have specific comments or questions to make such written submissions now. You can submit questions by clicking on the message icon, typing in, and submitting your questions.
During the course of this meeting, at the appropriate time, any such questions that are directly relevant to the formal business being considered at the meeting will be addressed. Before proceeding with the formal business of the meeting, I would like to take this opportunity to introduce you to Mr. Paolo DiPasquale, GameSquare's Chief Strategy Officer, who will also be participating in today's meeting with me. We have one matter of formal business to consider and vote on today as more fully described in the management information circular of GameSquare, dated February 7, 2023, which was mailed to shareholders. The purpose of this meeting is to allow shareholders to vote on a special resolution approving the arrangement involving GameSquare and Engine Gaming and Media, Inc. Pursuant to which, Engine Gaming will acquire all of the issued and outstanding shares of GameSquare.
The meeting will now come to order. In accordance with the company's bylaws, I will preside as chair of this meeting, and Jeremy Ozier of Blake, Cassels & Graydon LLP, the external legal counsel of the company, will act as secretary of this meeting. I hereby appoint TSX Trust Company through its representatives to act as scrutineer for the meeting. On February 6, 2023, the Ontario Superior Court of Justice issued an interim order setting out the process for approval of the arrangement. The full text of the interim order is set out as Appendix H to the management information circular of GameSquare, dated February 7, 2023. On February 14, 2023, the notice calling this meeting and the accompanying documentation, including the circular and the proxy, were mailed to shareholders in accordance with the interim order.
The declarations as to such mailing are available for inspection by any shareholder. I therefore will dispense with calling for reading of the notice and ask the secretary to append the declarations as a schedule to the minutes of the meeting. The scrutineer has provided me with its preliminary report on attendance at this meeting, and I confirm that the requisite quorum of shareholders is present in person or represented by proxy. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by TSX Trust Company and the scrutineer's complete report on attendance be annexed to the minutes of the meeting. Given this is a virtual meeting, the voting at today's meeting will be conducted by online ballot.
If, as a registered shareholder or duly appointed proxy holder, you have used your control number to log into the meeting, you will be provided the opportunity to vote by online ballot. If you have already voted by proxy and you vote again by ballot during the meeting, your online vote will revoke your previously submitted proxy. If you have already submitted a proxy to vote and do not wish to revoke such vote by proxy, do not vote again during the online ballot. I will now ask the scrutineer to open the polls for voting. This will allow you to vote immediately, or if you prefer, you may wait until the conclusion of discussion on the business of the meeting prior to casting your vote.
The sole item of business to be considered at this meeting is the passing of a special resolution to approve a statutory plan of arrangement under Section 182 of the Business Corporations Act involving GameSquare and Engine pursuant to an arrangement dated December 7, 2022, between GameSquare and Engine. The arrangement involves the acquisition by Engine of all of the issued and outstanding shares in the capital of GameSquare. Further details regarding the arrangement are set out in the circular. Under the terms of the arrangement, shareholders will receive .08262 of an Engine common share in exchange for their GameSquare common shares. The shareholders are being asked to pass a resolution in the form of the special resolution set out on page A1 of the circular.
If the arrangement is approved at this meeting, subject to the final approval of the Ontario Superior Court of Justice, the corporation expects that the arrangement will be completed in the first quarter of 2023. The arrangement resolution requires, one, the affirmative vote of at least 66 2/3% of the votes cast by holders of common shares in the capital of GameSquare who vote in person or by proxy at this meeting. Two, the affirmative vote of at least a simple majority of the votes cast by holders of common shares in the capital of GameSquare who vote in person or by proxy at this meeting, after excluding the votes cast by persons described in terms A through D of Section 8.12 of Multilateral Instrument 61-101 of the Canadian Securities Administrators.
Three, a simple majority of the votes cast by holders of proportionate voting shares in the capital of GameSquare who vote in person or by proxy at this meeting, after excluding the votes cast by persons described in items A through D of Section 8.12 of Multilateral Instrument 61-101 of the Canadian Securities Administrators. Only one vote will be conducted at this meeting, but the votes will be tallied by the scrutineers to ensure that both these approval thresholds are met. Such minority approval is required because for the purposes of the Multilateral Instrument 61-101, protection of minority security holders in special transactions, as more particularly described on pages 47-49 of the circular, the arrangement constitutes a business combination.
GameSquare has determined, after reasonable inquiry, that the excluded votes are those votes attaching to an aggregate of approximately 0.98% of the issued and outstanding common shares as at January 23, 2023, as more particularly described on page 49 of the circular. In order to determine whether the arrangement has received minority approval, the scrutineer has deducted the aggregate number of excluded votes from the proxy results. I now ask for a motion for approval of this resolution.
I hereby move for the approval of a resolution in the form set out on page A1 of the circular.
Thank you, Paolo. Would Norbert Nudel please second the motion?
I hereby second the motion for the approval of a resolution in the form set out on page A1 of the circular.
Mr. Ozier, can you please advise whether any questions have been received on this matter from participants of this meeting?
Mr. Chair, I confirm that we have not received any questions from shareholders specifically on this item.
Thank you. We will now conduct the vote by way of online ballot. As previously noted, registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. The polls will remain open for one more minute. For those of you who have not yet voted, please do so now. As a reminder, if you have previously submitted a completed proxy, you will have voted in respect to this item of business. It is not necessary to vote again on this ballot. I confirm the polls are now closed, and that concludes the voting at today's meeting. Could I ask that the scrutineers please provide me with a preliminary report on the ballot on this matter?
The scrutineer's preliminary report states that the special resolution has been passed with the requisite shareholder support, including the requisite minority approvals. Accordingly, I declare the motion passed and the special resolution approved. I request that the secretary file the scrutineer's report on voting with the minutes of the meeting. As there is no other business that may properly come before the meeting, I will now entertain a motion to end this meeting.
I hereby move for the conclusion of the business of this meeting.
Would Norbert Nudel please second the motion?
I second the motion for the conclusion of the business of this meeting.
Thank you. On behalf of the board and management of the company, I would like to thank all of our shareholders, as well as others who have joined us today, for your support and your attendance. Thank you.
Thank you for attending today's meeting. You may now disconnect.