6-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

Amendment No. 1

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2023.

Commission File Number: 001-39389

GameSquare Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034

(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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

EXPLANATORY NOTE

This Report on Form 6-K/A (the “Amendment”) amends the Report on Form 6-K filed on August 14, 2023 (the “Original 6-K”) containing the Unaudited Interim Condensed Consolidated Financial Statements of GameSquare Holdings, Inc. (the “Company”) as of and for the three and six months ended June 30, 2023, and 2022. The purpose of this Amendment is solely to provide the Company’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2023 and 2022, formatted in Inline eXtensible Business Reporting Language (“iXBRL”) in accordance with Rule 405 of Regulation S-T and paragraph C(6)(a)(ii) of the General Instructions to Form 6-K, attached hereto as Exhibit 99.1, and filed within six business days of the Original 6-K, in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T. Such Unaudited Interim Condensed Consolidated Financial Statements were previously filed without iXBRL as Exhibit 99.1 to the Original 6-K.

Except as described above, this Amendment speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K.

2

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: August 21, 2023	By:	/s/ Justin Kenna
	Name:	Justin Kenna
	Title:	Chief Executive Officer and Director

3

EXHIBIT INDEX

99.1

Condensed Interim Consolidated Financial Statements for the three and six months ended June 30, 2023 and 2022.

101.INS

The following materials from this Report on Form 6-K/A are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Unaudited Condensed Interim Consolidated Statements of Financial Position; (ii) Unaudited Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss); (iii) Unaudited Condensed Interim Consolidated Statements of Shareholders’ Equity (Deficiency); (iv) Unaudited Condensed Interim Consolidated Statements of Cash Flows; and (v) Notes to the Unaudited Condensed Interim Consolidated Financial Statements.

4

EX-99.1

EXHIBIT 99.1

GAMESQUARE HOLDINGS, INC.

(formerly Engine Gaming and Media, Inc.)

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For the three and six months ended June 30, 2023, and 2022

(Expressed in United States Dollars)

NOTICE OF NO AUDITOR REVIEW OF

CONDENSED INTERIM 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 interim consolidated financial statements, the financial statements must be accompanied by a notice indicating that the condensed interim consolidated financial statements have not been reviewed by an auditor.

The accompanying unaudited condensed interim consolidated 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 interim consolidated 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.

1

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

The accompanying interim condensed consolidated financial statements of GameSquare Holdings, 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.

2

Table of Contents

Unaudited Condensed Interim Consolidated Statements of Financial Position	4
Unaudited Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss)	5
Unaudited Condensed Interim Consolidated Statements of Shareholders’ Equity (Deficiency)	6
Unaudited Condensed Interim Consolidated Statements of Cash Flows	7
Notes to the Unaudited Condensed Interim Consolidated Financial Statements	8

3

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.)

Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss)

(Unaudited)

(Expressed in United States Dollars)

	Note		June 30, 2023		December 31, 2022
			$		$
ASSETS
Current
Cash				4,249,602		977,413
Restricted cash				47,465		-
Accounts and other receivables		6		14,115,331		8,331,120
Government remittances				1,146,493		-
Prepaid expenses and other current assets		10		1,459,381		788,227
				21,018,272		10,096,760
Non-Current
Investment at FVTPL		7		3,188,749		-
Property and equipment		8		2,790,738		3,001,883
Goodwill		9		23,710,499		-
Intangible assets		9		23,237,813		4,609,837
Right-of-use assets		12		2,198,025		2,385,330
				55,125,824		9,997,050
				76,144,096		20,093,810

		June 30, 2023			December 31, 2022
		$			$
LIABILITIES
Current
Accounts payable			17,729,367			4,848,854
Accrued liabilities			6,325,496			3,180,208
Consideration payable			30,000			260,000
Players liability account			47,465			-
Deferred revenue			2,070,323			1,092,982
Lease liabilities, current	12		729,575			336,229
Credit facility payable	11		-			802,328
Promissory notes payable	13		481,149			-
Warrant liability	17		276,544			-
Convertible debt, current	14		5,093,287			-
Arbitration reserve	19		730,109			-
			33,513,315			10,520,601
Convertible debt, non-current	14		1,566,804			-
Lease liabilities, non-current	12		2,182,499			2,362,448
Deferred tax liability			50,117			55,096
			3,799,420			2,417,544
			37,312,735			12,938,145
SHAREHOLDERS' EQUITY (DEFICIENCY)
Share capital	15		84,115,256			43,375,158
Contributed surplus	16		4,496,528			3,296,668
Warrants	17		20,000			1,925,238
Contingently issuable shares			-			131,184
Accumulated other comprehensive (loss) income			(380,406	)		(269,053	)
Deficit			(49,420,017	)		(41,303,530	)
Stockholder's equity			38,831,361			7,155,665
Liabilities and stockholder's equity			76,144,096			20,093,810
Going concern	1(b)
Commitments and contingencies	19
Subsequent events	22

Approved on Behalf of Board:	"Justin Kenna"	"Travis Goff"
	Director	Director

See accompanying notes to the condensed interim consolidated financial statements.

4

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.)

Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss)

(Unaudited)

(Expressed in United States Dollars)

			For the three months ended						For the six months ended
	Note		June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
CONTINUING OPERATIONS			$			$			$			$
REVENUE
Revenue		20		14,238,810			6,655,892			19,189,523			11,695,966
Cost of sales				10,170,636			3,638,731			13,191,846			7,033,604
Gross profit				4,068,174			3,017,161			5,997,677			4,662,362
EXPENSES
Salaries, consulting and management fees				5,872,434			2,368,223			8,522,847			5,029,112
Player compensation				527,396			449,355			1,026,798			889,040
Professional fees				56,991			594,670			428,050			987,913
Advertising and promotion				475,270			176,627			651,656			459,065
Office and general				1,284,581			774,293			1,871,727			1,381,515
Technology expenses				158,914			-			158,914			-
Amortization and depreciation		8,9,12		1,034,804			678,060			1,626,164			1,360,618
Share-based payments		16		317,005			441,084			882,385			941,227
Interest expense		11,12,13,14		180,148			127,727			262,666			214,812
(Gain) loss on foreign exchange				(222,550	)		(49,876	)		(221,618	)		(45,980	)
Transaction costs				1,013,672			-			1,497,981			-
Arbitration settlement reserve		19		(739,644	)		-			(739,644	)		-
Restructuring costs				10,388			-			294,286			-
Legal settlement				183,724			-			183,724			-
Change in fair value of warrant liability		17		(1,710,878	)		-			(1,710,878	)		-
Change in fair value of convertible debt		14		(455,009	)		-			(455,009	)		-
Total expense				7,987,246			5,560,163			14,280,049			11,217,322
Net loss for the period before discontinued operations and taxes				(3,919,072	)		(2,543,002	)		(8,282,372	)		(6,554,960	)
Income tax recovery				-			18,177			5,027			36,506
Net loss for the period before discontinued operations				(3,919,072	)		(2,524,825	)		(8,277,345	)		(6,518,454	)
DISCONTINUED OPERATIONS
Gain (loss) from discontinued operations				(176,094	)		-			(176,094	)		-
Net loss for the period from discontinued operations				(176,094	)		-			(176,094	)		-
Net loss for the period				(4,095,166	)		(2,524,825	)		(8,453,439	)		(6,518,454	)
Other comprehensive loss
Items that will subsequently be reclassified to operations:
Foreign currency translation				(104,704	)		(238,992	)		(111,353	)		(135,217	)
Total comprehensive loss for the period				(4,199,870	)		(2,763,817	)		(8,564,792	)		(6,653,671	)
(Loss) profit for the period attributable to:
Owners of the parent				(4,095,166	)		(2,524,825	)		(8,453,439	)		(6,532,172	)
Non-controlling interest				-			-			-			13,718
		-		(4,095,166	)		(2,524,825	)		(8,453,439	)		(6,518,454	)
Basic and diluted net loss per share - continuing operations				(0.32	)		(0.49	)		(0.89	)		(1.27	)
Basic and diluted net loss per share - discontinued operations				(0.02	)		-			(0.02	)		-
Basic and diluted net loss per share				(0.34	)		(0.49	)		(0.91	)		(1.27	)
Weighted average number of common shares outstanding - basic and diluted				12,131,409			5,188,719			9,283,340			5,118,603

See accompanying notes to the condensed interim consolidated financial statements.

5

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.)

Condensed Interim Consolidated Statements of Shareholders’ Equity (Deficiency)

(Unaudited)

(Expressed in United States Dollars)

	Number of Proportionate Voting Shares			Number of common shares			Share Capital			Contributed Surplus			Warrants			Contingently Issuable Shares and Options			Accumulated other comprehensive (loss) income			Non-Controlling Interest			Accumulated Deficit			Shareholders' Equity (Deficit)
Balance, January 1, 2023		3,098			6,042,445			43,375,158			3,296,668			1,925,238			131,184			(269,053	)		-			(41,303,530	)		7,155,665
Conversion from Proportionate Voting Shares to Common		(3,098	)		309,825			-			-			-			-			-			-			-			-
Impact of rounding down after exchange for GSQ Esports		-			(70	)		-			-			-			-			-			-			-			-
Contingent consideration on acquisition of Cut+Sew (Note 11)		-			29,359			131,184			-			-			(131,184	)		-			-			-			-
Acquisition of Engine		-			6,380,083			39,684,000			1,330,000			20,000			-			-			-			-			41,034,000
Reclassify former GSQ Esports Inc. warrants to warrant liability		-			-			-			-			(1,925,238	)		-			-			-			-			(1,925,238	)
Shares issued for legal settlements		-			29,929			183,187			-			-			-			-			-			-			183,187
Options (Note 16(a))		-			-			-			309,893			-			-			-			-			-			309,893
Options expired (Note 16(a))		-			-			-			(333,367	)		-			-			-			-			333,367			-
Restricted share units (Note 16(b))		-			-			-			572,492			-			-			-			-			-			572,492
Restricted share units exercised (Note 16(b))		-			125,148			675,573			(675,573	)		-			-			-			-			-			-
Restricted share units cancelled (Note 16(b))		-			-			-			(3,585	)		-			-			-			-			3,585			-
Shares issued for debt		-			9,109			66,154			-			-			-			-			-			-			66,154
Other comprehensive loss		-			-			-			-			-			-			(111,353	)		-			-			(111,353	)
Net loss for the period		-			-			-			-			-			-			-			-			(8,453,439	)		(8,453,439	)
Balance, June 30, 2023		-			12,925,828			84,115,256			4,496,528			20,000			-			(380,406	)		-			(49,420,017	)		38,831,361
Balance, January 1, 2022		-			5,047,708			36,218,116			3,101,014			2,287,484			52,662			135,981			(90,474	)		(24,059,541	)		17,645,242
Conversion from Common to Proportionate Voting Shares		3,098			(309,825	)		-			-			-			-			-			-			-			-
Private placements		-			413,935			2,215,811			-			-			-			-			-			-			2,215,811
Share issuance costs		-			-			(38,063	)		-			-			-			-			-			-			(38,063	)
Options granted		-			-			-			385,097			-			-			-			-			-			385,097
Options expired		-			-			-			(344,913	)		-			-			-			-			344,913			-
Restricted share units		-			-			-			556,130			-			-			-			-			-			556,130
Warrants issued for credit facility		-			-			-			-			69,215			-			-			-			-			69,215
Other comprehensive loss		-			-			-			-			-			-			(135,217	)		-			-			(135,217	)
Net loss for the period		-			-			-			-			-			-			-			13,718			(6,532,172	)		(6518,454	)
Balance, June 30, 2022		3,098			5,151,818			38,395,864			3,697,328			2,356,699			52,662			764			(76,756	)		(30,246,800	)		14,179,761

See accompanying notes to the condensed interim consolidated financial statements.

6

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.)

Condensed Interim Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in United States Dollars)

			For the six months ended
	Note		June 30, 2023			June 30, 2022
			$			$
OPERATING ACTIVITIES
Net loss for the period				(8,453,439	)		(6,518,454	)
Items not affecting cash:
Amortization and depreciation		8, 9, 12		1,626,164			1,360,618
Income tax recovery				(5,027	)		(36,506	)
Arbitration settlement reserve		19		(739,644	)		-
Shares issued for legal settlements				183,724			-
Change in fair value of warrant liability		17		(1,710,878	)		-
Change in fair value of convertible debt		14		(455,009	)		-
Non-cash interest expense				-			218,547
Share-based payments		16		882,385			941,227
				(8,671,724	)		(4,034,568	)
Changes in non-cash working capital:
Accounts and other receivables				1,680,450			(1,767,402	)
Government remittances				(82,390	)		-
Prepaid expenses and other current assets				73,545			(1,043,246	)
Reclamation deposits				-			3,339
Assets held for sale				-			(49,088	)
Accounts payable and accrued liabilities				807,138			557,746
Consideration payable				(230,000	)		-
Deferred revenue				(218,088	)		1,577,439
				2,030,655			(721,212	)
				(6,641,069	)		(4,755,780	)
INVESTING ACTIVITIES
Purchase of property and equipment				-			(31,290	)
Proceeds from sale of assets held for sale				-			49,356
Acquisition of Engine		5		11,278,691			-
				11,278,691			18,066
FINANCING ACTIVITIES
Proceeds from private placement				-			2,215,811
Share issue costs				-			(38,063	)
Proceeds (payments) on promissory notes payable, net				31,066			(149,442	)
Payments on lease financing				(275,231	)		(266,508	)
Payments on credit facility				(825,510	)
				(1,069,675	)		1,761,798
Impact of foreign exchange on cash				(295,758	)		(34,999	)
Change in cash				3,272,189			(3,010,915	)
Cash, beginning of period				977,413			6,028,232
Cash, end of period				4,249,602			3,017,317

See accompanying notes to the condensed interim consolidated financial statements.

7

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

1. Corporate information and going concern

(a) Corporate 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 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034.

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), (NASDAQ: GAME; TSXV: GAME) completed its 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 5).

The Arrangement constituted a Reverse Takeover of the Company by GameSquare Esports, Inc. with GameSquare Esports, Inc as the reverse takeover acquirer and the Company as the reverse takeover acquiree, under applicable securities laws and for accounting purposes under IFRS. At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings Inc.

GameSquare Esports, Inc was traded on the Canadian Securities Exchange (CSE) under the symbol “GSQ” and on the OTCQB Venture Market in the Unites States under the symbol “GMSQF” until April 11, 2023.

GameSquare is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare's end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Swingman LLC dba as Zoned, a gaming and lifestyle marketing agency, Code Red Esports Ltd. (“Code Red”), a UK based esports talent agency, NextGen Tech, LLC, dba as Complexity Gaming (“Complexity”), a leading esports organization, GameSquare Esports Inc. dba as Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform. 

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries.

(b) Going 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 $49,420,017 as of June 30, 2023 (December 31, 2022 –$41,303,530). 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 June 30, 2023, the Company had a working capital deficiency of $12,495,043 (December 31, 2022 – working capital deficiency of $423,841) which is comprised of current assets less current liabilities.

8

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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.

2. Basis of presentation

(a) Statement 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 December 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 August 14, 2023.

(b) Basis 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 June 30, 2023, are as follows:

Name of Subsidiary	Country of Incorporation	Ownership Percentage	Functional Currency
Frankly Inc.	Canada	100%	Canadian Dollar
Stream Hatchet S.L.	Spain	100%	Euro
Code Red Esports Ltd.	United Kingdom	100%	UK Pound Sterling
GameSquare Esports, Inc.	Canada	100%	Canadian Dollar
GameSquare Esports (USA) Inc.  (dba as Fourth Frame Studios)	USA	100%	US Dollar
GCN Inc.	USA	100%	US Dollar
NextGen Tech, LLC	USA	100%	US Dollar
Swingman LLC	USA	100%	US Dollar
Mission Supply LLC	USA	100%	US Dollar
SideQik, Inc.	USA	100%	US 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.

9

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

(c) Functional 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) Error correction and reclassifications to the first quarter of 2023

These unaudited condensed interim consolidated financial statements include one error correction and two reclassifications on the Statements of Income (loss) and Comprehensive Income (loss) for the first quarter of 2023. These changes included the following: (1) decrease to revenue of $100,000 and (2) reclass of $484,309 out of professional fees and into transaction costs and reclass of $283,898 out of salaries, consulting and management fees and into restructuring costs.

3. Changes in significant accounting policies

The unaudited condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2022, except for the following new accounting standards below.

New accounting standards

Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023, did not have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 8 – Definition of accounting estimates

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

Amendments to IAS 12 – Deferred Taxes related to Assets and Liabilities arising from a Simple Transaction

Future accounting pronouncements

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

Amendments to IAS 1 – Non-current Liabilities with Covenants

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

Amendments to IAS 8 – Definition of Accounting Estimates

Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements

Amendments to IAS 21 – Lack of Exchangeability

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 on the Company’s financial statements.

4. 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.

10

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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 material uncertainty regarding the Company’s ability to continue as a going concern.

(a) Significant 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 concern;
Note 17	Valuation of warrant liability;
Note 9	Intangible assets and goodwill;
Notes 16	Valuation of share-based payments;
Note 14	Valuation of convertible debt; and
Note 19	Contingencies.

(b) Uncertainty 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.

5. Acquisitions

Acquisition of GameSquare Esports, Inc.

On April 11, 2023, GameSquare Esports, Inc. completed its plan of arrangement with Engine Gaming and Media, Inc. (“Engine”) resulting in Engine acquiring all the issued and outstanding securities of the GameSquare Esports, Inc.

Resulting from the Arrangement, Engine acquired all issued and outstanding GameSquare Esports, Inc. shares based on one GameSquare Esports, Inc. share in exchange for 0.020655 of an Engine common share (the "Exchange Ratio"). Each outstanding option of GameSquare was exchanged for an Engine option entitling the holder to a number of Engine common shares, as adjusted on the basis of the Exchange Ratio, and be subject to exercise thereof in accordance with the terms of the options, including payment of the exercise price, which will also be adjusted based upon the Exchange Ratio. All other material terms of the options will remain the same. Each outstanding restricted share unit of GameSquare will be exchanged for an Engine restricted share unit entitling the holder to a number of Engine common shares, as adjusted on the basis of the Exchange Ratio. All other material terms of the restricted share units will remain the same. Each outstanding warrant of GameSquare will be adjusted pursuant to its governing contractual instrument to entitle the holder to receive, upon due exercise, Engine common shares, adjusted on the basis of the Exchange Ratio.

At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings, Inc.

11

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

All transaction costs associated with this acquisition were expensed as incurred. The loss attributed to acquiree’s operations from the acquisition date to April 11, 2023, was $1,687,689, with revenue of $8,440,607.

All transaction costs associated with this acquisition were expensed as incurred. The loss attributed to acquiree’s operations from the acquisition date to June 30, 2023, was $1,687,689, with revenue of $8,440,607.

The following preliminary table summarizes the consideration for the acquisition: 

Purchase Price Consideration Paid	#		$
Common shares		6,380,083		39,684,000
Warrants - Equity		877,891		20,000
Options - Vested		237,996		1,210,000
RSUs - Vested		23,339		120,000
		7,519,309		41,034,000

The following table summarizes the preliminary fair value of acquired assets and liabilities acquired as follows:

Net Assets Acquired
Cash	11,278,691
Restricted cash	47,455
Accounts and other receivables	7,464,661
Government remittances	1,064,103
Prepaid expenses and other current assets	744,699
Investment at FVTPL	3,188,749
Property and equipment	128,823
Goodwill	23,710,499
Intangible - Software	5,400,000
Intangible - Brand name	3,230,000
Intangible - Customer relationships	11,000,000
Right-of-use assets	4,042
Accounts payable	(12,578,714	)
Accrued liabilities	(2,840,322	)
Players liability account	(47,455	)
Deferred revenue	(1,195,429	)
Promissory notes payable	(450,083	)
Warrant liability	(153,275	)
Arbitration reserve	(1,469,753	)
Lease liabilities	(381,358	)
Convertible debt	(7,111,333	)
	41,034,000

12

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

6. Accounts and other receivables

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

	June 30, 2023		December 31, 2022
	$		$
Trade accounts receivable		13,699,444		8,114,542
Insurance receivable		222,296
Tax receivable		114,784		88,874
Other receivables		78,807		127,704
		14,115,331		8,331,120

7. Investment at FVTPL

In conjunction with completion of the Arrangement, 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 21). The fair value of this investment was $3,188,749 on both April 11, 2023 and June 30, 2023.

13

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

8. Property and equipment

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

Cost	Equipment			Leasehold improvements			Total
	$			$			$
December 31, 2021		238,988			3,655,734			3,894,722
Additions		31,251			-			31,251
Foreign exchange		(583	)		(115	)		(698	)
December 31, 2022		269,656			3,655,619			3,925,275
December 31, 2022		269,656			3,655,619			3,925,275
Acquisition of Engine		128,823			-			128,823
Additions		-			-			-
Foreign exchange		264			-			264
June 30, 2023		398,743			3,655,619			4,054,362

Accumulated depreciation	Equipment			Leasehold improvements		Total
December 31, 2021		27,434			238,530		265,964
Depreciation		112,938			544,653		657,591
Foreign exchange		(163	)		-		(163	)
December 31 2022		140,209			783,183		923,392
December 31, 2022		140,209			783,183		923,392
Depreciation		67,608			272,326		339,934
Foreign exchange		298			-		298
June 30, 2023		208,115			1,055,509		1,263,624

Net book value	Equipment		Leasehold improvements		Total
December 31, 2022		129,447		2,872,436		3,001,883
June 30, 2023		190,628		2,600,110		2,790,738

14

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

9. Intangibles and goodwill

Intangibles

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

Cost	Customer relationships			Brand name			Software		Total
	$			$			$		$
December 31, 2021		2,417,937			6,043,981			-		8,461,918
Foreign exchange		(154,602	)		(386,451	)		-		(541,053	)
December 31, 2022		2,263,335			5,657,530			-		7,920,865
December 31, 2022		2,263,335			5,657,530			-		7,920,865
Acquisition of Engine		11,000,000			3,230,000			5,400,000		19,630,000
Foreign exchange		51,968			129,901			-		181,869
June 30, 2023		13,315,303			9,017,431			5,400,000		27,732,734
Accumulated amortization	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2021		417,617			677,860			-		1,095,477
Amortization		471,211			1,177,859			-		1,649,070
Impairment		472,018			229,405			-
Foreign exchange		(45,246	)		(89,696	)		-		(134,942	)
December 31, 2022		1,315,600			1,995,428			-		2,609,605
December 31, 2022		1,315,600			1,995,428			-		3,311,028
Amortization		261,503			596,489			236,712		1,094,704
Foreign exchange		32,991			56,198			-		89,189
June 30, 2023		1,610,094			2,648,115			236,712		4,494,921
Net book value	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2022		947,735			3,662,102			-		4,609,837
June 30, 2023		11,705,209			6,369,316			5,163,288		23,237,813

The Company reviews the carrying value of its intangible assets with definite lives at each reporting period for indicators of impairment. During the year ended December 31, 2022, the Company recorded an impairment of intangible assets acquired on the acquisition of Code Red of $701,423.

15

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

Goodwill

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

Balance, December 31, 2022 and 2021	-
Acquisition of Engine	23,710,499
Effect of foreign exchange	-
Balance, June 30, 2023	23,710,499

10. Prepaid expenses and other current assets

Prepaid expenses and other assets consist primarily of prepaid expenses such as insurance as well as acquisition costs of players and security deposits. Acquisition costs of players are amortized on a straight-line basis over the players’ contract terms.

11. Credit facility payable

On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company. The Facility matures on June 30, 2023 (the “Maturity Date”). The Company may, by written notice to the lender, extend the Maturity Date by one year from the date of the then applicable Maturity Date; provided that any such request is made no more than 90 days or less than 45 days, prior to the then applicable Maturity Date. This credit facility was paid off during the quarter ended June 30, 2023, and has not been renewed.

Interest accrued on the outstanding principal amount of the Facility from and including the date of the advance of funds, as well as on all overdue amounts outstanding in respect of interest, costs or other fees, expenses or other amounts payable under the Facility, at an interest rate, calculated and payable in arrears on (i) the last business day of each calendar month, (ii) the date of any prepayment of all or any portion of the principal amount of the Facility, and (iii) the Maturity Date (each, an “Interest Payment Date”), as well as after each of maturity, default and judgment. The Facility bears interest based on the sum of the SOFR published for the second U.S. Government Securities Business Day prior to the end of the period ending on an Interest Payment Date. The Facility provides for the issuance of warrants to the lender on the date of signing of the Facility and with respect to each draw down on the Facility.

During the six months ended June 30, 2023, the Company accrued $23,266 in interest on the loan. On June 30, 2023, the principal and accrued interest were carried at $0 (December 31, 2022 - $802,328). In addition, the Company incurred legal costs of $80,133 during the six months ended June 30, 2023 (see Note 18).

12. Leases

On April 11, 2023, the Company acquired lease liabilities as part of the Arrangement (see Note 5). On June 30, 2021, the Company acquired Complexity. Complexity leases a building in Frisco, Texas.

16

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

A reconciliation of the of right of use assets for the six months ended June 30, 2023, and year ended December 31, 2022, is as follows:

	$
December 31, 2021		2,761,961
Depreciation		(376,631	)
December 31, 2022		2,385,330
December 31, 2022		2,385,330
Acqusition of Engine		4,042
Depreciation		(191,347	)
June 30, 2023		2,198,025

Lease liabilities are measured at the present value of the lease payments that are not paid at the statement of financial position date. Lease payments are apportioned between interest expenses and a reduction of the lease liability using the Company’s incremental borrowing rate to achieve a constant rate of interest on the remaining balances of the liabilities.

A reconciliation of the lease liabilities for the six months ended June 30, 2023, and year ended December 31, 2022, is as follows:

	Equipment			Office lease			Total
	$			$			$
Balance, December 31, 2021		-			3,000,031			3,000,031
Interest expense		-			233,793			233,793
Payments		-			(535,147	)		(535,147	)
Balance, December 31, 2022		-			2,698,677			2,698,677
Balance, December 31, 2022		-			2,698,677			2,698,677
Acquisition of Engine		4,400			376,958			381,358
Interest expense		60			107,210			107,270
Payments		(4,460	)		(270,771	)		(275,231	)
Balance, June 30, 2023		-			2,912,074			2,912,074

	Equipment		Office lease		Total
	$		$		$
As of June 30, 2023:
Less than one year		-		729,575		729,575
Greater than one year		-		2,182,499		2,182,499
Total lease obligation		-		2,912,074		2,912,074

The future minimum undiscounted lease payments as of June 30, 2023, are presented below:

Maturity analysis - contractual undiscounted cash flows as of June 30, 2023:

	Equipment		Office lease		Total
Less than one year		-		950,079		950,079
Greater than one year		-		2,638,072		2,638,072
Total undiscounted lease obligation		-		3,588,151		3,588,151

17

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

13. Promissory note payable

In conjunction with completion of the Arrangement, the Company acquired the following Promissory note (see Note 5):

The Company has a secured promissory note outstanding for amounts due for the provision of services by the noteholder. As of June 30, 2023, $481,149 was due under the note. The note is secured by the assets of a discontinued operation, bears interest at 8%, and is currently due.

14. Convertible debt

In conjunction with completion of the Arrangement, the Company acquired the following Convertible debt (see Note 5):

The reconciliation of the convertible debt for the six months ended June 30, 2023, is as follows:

	2020 Series			EB CD			Total
	$			$			$
Balance, December 31, 2022 and 2021		-			-			-
Acquisition of Engine		2,082,304			5,029,029			7,111,333
Interest expense		19,178			109,589			128,767
Accrued interest on conversion / interest payments		-			(125,000	)		(125,000	)
Change in fair value		(534,678	)		79,669			(455,009	)
Balance, June 30, 2023		1,566,804			5,093,287			6,660,091

The Company’s convertible debt obligations are classified between current and non-current liabilities on June 30, 2023, as follows:

As of June 30, 2023:	$
Less than one year		5,093,287
Greater than one year		1,566,804
Total convertible debt obligation		6,660,091

(a) 2020 Series

On September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full at maturity) and (c) conversion price of $4.40. Fair value as of June 30, 2023 was estimated using a binomial lattice method. The key assumptions used included share price of $3.02, conversion price of $4.40, 2.17-year remaining term, 7% interest rate, expected volatility of 110%, 4.75% risk free interest rate and 0% expected dividend yield.

18

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

As of June 30, 2023, and on April 11, 2023 (the Arrangement completion date) the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions:

2020 Series	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		4.40			4.40
Term, in years		2.17			2.39
Interest rate		7	%		7	%
Expected volatility		110.00	%		105.00	%
Risk-free interest rate		4.75	%		3.89	%
Expected dividend yield		0	%		0	%

(b) EB CD

On February 24, 2021, Engine issued 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 $41.00 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 $60.00 per share for a period of three years from the issuance of the EB CD. The EB CD has an original term of three years, with a maturity date of February 24, 2024. The convertible debenture is secured by Engine’s assets.

As of June 30, 2023, and on April 11, 2023 (the Arrangement completion date) the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions:

EB CD	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		41.00			41.00
Warrant exercise price		60.00			60.00
Term, in years		0.65			0.87
Interest rate		10	%		10	%
Expected volatility		140.00	%		135.00	%
Risk-free interest rate		5.38	%		4.70	%
Expected dividend yield		0	%		0	%

19

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

(c) Fair 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).     

Financial assets / financial liabilities	Valuation technique	Key Inputs	Relationship and sensitivity of unobservable inputs to fair value to fair value
Convertible debt	The fair value of the convertible debentures as of June 30, 2023 has been calculated using a binomial lattice methodology.	Key observable inputs	The estimated fair value would increase (decrease) if:
		Share price USD $3.02	The share price was higher (lower)
		Risk-free interest rate (4.75% to 5.38%)	The risk-free interest rate was higher (lower)
		Dividend yield (0%)	The dividend yield was lower (higher)
		Key unobservable inputs
		Credit spread (5.84% to 7.86%)	The credit spread was lower (higher)
		Discount for lack of marketability (0%)	The discount for lack of marketability was lower (higher)
Convertible debt	The fair value of the convertible debentures as of April 11, 2023 has been calculated using a binomial lattice methodology.	Key observable inputs	The estimated fair value would increase (decrease) if:
		Share price USD $6.09	The share price was higher (lower)
		Risk-free interest rate (3.89% to 4.7%)	The risk-free interest rate was higher (lower)
		Dividend yield (0%)	The dividend yield was lower (higher)
		Key unobservable inputs
		Credit spread (7.92% to 10.27%)	The credit spread was lower (higher)
		Discount for lack of marketability (0%)	The discount for lack of marketability was lower (higher)

20

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

15. Capital Stock

(a) Authorized

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

(b) Issued and outstanding, common shares

	Number of Proportionate Voting Shares		Number of common shares			Share Capital
	#		#			$
Balance, December 31, 2021		-		5,047,708			36,218,116
Conversion from Common to Proportionate Voting Shares		3,098		(309,825	)		-
Private placements		-		413,935			2,215,811
Share issuance costs		-		-			(38,063	)
Balance, June 30, 2022		3,098		5,151,818			38,395,864

	Number of Proportionate Voting Shares			Number of common shares			Share Capital
				#			$
Balance, December 31, 2022		3,098			6,042,445			43,375,158
Conversion from Proportionate Voting Shares to Common		(3,098	)		309,825			-
Impact of rounding down after exchange for GSQ Esports		-			(70	)		-
Contingent consideration on acquisition of Cut+Sew		-			29,359			131,184
Acquisition of Engine		-			6,380,083			39,684,000
Shares issued for legal settlements		-			29,929			183,187
Restricted share units exercised		-			125,148			675,573
Shares issued for debt		-			9,109			66,154
Balance, June 30, 2023		-			12,925,828			84,115,256

(c) Activity for the periods presented

Six months ended June 30, 2022

On May 30, 2022, the Company closed the first tranche of a non-brokered private placement. The Company issued 413,935 common shares of the Company at a price of CAD$6.78 per common share for gross proceeds of $2,215,811 (CAD$2,805,660). The Company incurred legal and other expenses totaling $38,063 in connection with the private placement.

On June 23, 2022, 309,825 common shares were converted into 3,098 PVS.

Six months ended June 30, 2023

On March 10, 2023, 29,359 common shares of the Company were issued for contingent consideration on the acquisition of Cut+Sew.

On March 24, 2023, 9,109 commons shares were issued in settlement of outstanding amounts payable of $66,154.

21

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

On April 3, 2023, 3,098 PVS were converted into 309,825 common shares.

On April 11, 2023, 6,380,083 shares of the Company were issued for the completion of the Arrangement (Acquisition of Engine).

On April 3 and 10, 2023, an aggregate of 29,929 shares of the Company were issued to settle legal matters.

During the six months ended June 30, 2023, 125,148 shares were issued on the exercise of RSUs (see Note 16(b)).

16. Share based payments

On April 11, 2023, the Company adopted the amended and restated Omnibus equity incentive plan (“Omnibus Plan”). 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. The Option price for shares that are the subject of any Option shall be fixed by the Board when such option is granted but shall not be less than the Market value of such shares at the time of grant.

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.

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 Shares available for issuance pursuant to the settlement of RSU shall be an aggregate of 1,067,147 Shares.

(a) Options

The following is a summary of stock options outstanding on June 30, 2023, and December 31, 2022, and changes during the periods then ended by option exercise currency:

				Weighted-average
	Number of			Exercise price
	options			USD
	#			$
Balance, December 31, 2022		-			-
Acquisition of Engine		261,929			5.15
Cancelled		(450	)		2.60
Balance, June 30, 2023		261,479			5.15

22

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

				Weighted-average
	Number of			Exercise price
	options			CAD
	#			$
Balance, December 31, 2021		400,331			21.79
Granted		95,013			15.49
Cancelled		(36,680	)		22.27
Balance, December 31, 2022		458,664			20.33
Balance, December 31, 2022		458,664			20.33
Granted		20,655			6.29
Cancelled		(64,031	)		19.29
Balance, June 30, 2023		415,288			19.37

Information relating to options outstanding by exercise currency as of June 30, 2023, is as follows:

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		USD		(Years)
August 25, 2025		85		315.95		2.16
February 10, 2026		328		315.95		2.62
May 23, 2026		2		315.95		2.90
June 24, 2026		3,665		2.60		2.99
July 2, 2026		1,122		2.60		3.01
August 20, 2026		250		2.60		3.14
January 31, 2027		375		2.60		3.59
March 3, 2027		250		315.95		3.68
April 12, 2027		25,000		7.20		3.79
August 10, 2027		25,000		3.60		4.12
September 30, 2027		10,750		2.40		4.25
October 1, 2027		5,625		2.48		4.26
October 31, 2027		21,041		2.60		4.34
November 3, 2027		33		315.95		4.35
December 1, 2027		68,123		2.60		4.42
March 31, 2028		11,250		5.40		4.76
May 26, 2029		80,099		3.64		5.91
November 7, 2029		3,311		2.60		6.36
June 14, 2031		2,670		42.13		7.96
November 23, 2031		2,500		39.28		8.41
		261,479		5.15		4.85

23

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		CAD		(Years)
October 2, 2023		712		29.48		0.26
April 28, 2024		7,229		22.75		0.83
November 25, 2025		19,106		23.24		2.41
January 22, 2026		41,310		21.30		2.57
February 24, 2026		5,164		24.21		2.66
March 2, 2026		10,328		22.75		2.67
March 16, 2026		20,655		21.30		2.71
April 28, 2026		22,721		22.75		2.83
July 5, 2026		47,507		24.69		3.02
September 21, 2026		132,117		21.06		3.23
February 16, 2027		4,131		16.95		3.64
March 1, 2027		21,688		16.95		3.67
March 23, 2027		19,622		16.95		3.73
August 30, 2027		26,593		8.52		4.17
August 30, 2027		6,455		9.68		4.17
September 14, 2027		5,164		6.20		4.21
November 21, 2027		4,131		9.68		4.40
February 22, 2033		20,655		6.29		9.66
		415,288		19.37		3.46

On February 22, 2023, the Company granted 20,655 options to a consultant of the Company. 5,164 of the options vest on the date of grant with the remaining options vesting in 24 equal monthly installments. Each option is exercisable at a price of CAD$6.29 per common share and expires February 22, 2033. The fair market value of the options of $72,541 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$6.29 based on the closing price of the Company’s shares on February 21, 2023, risk free rate of 3.37%, expected volatility of 66.72%, an estimated life of 10 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period.

During the six months ended June 30, 2023, the Company expensed $309,893 in share-based compensation related to the vesting of options.

24

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

(b) RSUs

The following is a summary of RSUs outstanding on June 30, 2023, and December 31, 2022, and changes during the periods then ended:

	Number
	#
Balance, December 31, 2021		108,277
Granted		87,784
Exercised		(68,250	)
Cancelled		-
Balance, December 31, 2022		127,811
Balance, December 31, 2022		127,811
Acquisition of Engine		41,442
Granted		67,358
Exercised		(125,148	)
Cancelled		(620	)
Balance, June 30, 2023		110,843

On February 22, 2023, the Company granted 20,655 RSUs to a consultant of the Company. 5,164 of the RSUs vested on the date of grant with the remaining RSUs vesting in 24 equal monthly installments. The estimated fair value of the RSUs on the date of grant is amortized over the vesting period.

On March 10, 2023, the Company granted 46,703 RSUs to directors, officers, employees, and consultants of the Company. The RSUs vested immediately on the date of grant. On March 24, 2023, 46,083 of these RSUs were exercised for common shares of the Company and 620 were cancelled.

During the six months ended June 30, 2023, the Company recognized expense for RSUs of $572,492.

17. Warrants

Liability measured warrants having CAD exercise price

The following is a summary of liability measured warrants outstanding on June 30, 2023, and changes during the period then ended.

	Amount
	$
Balance at December 31, 2022 and 2021		-
Acquisition of Engine		153,275
Reclassify former GSQ Esports Inc. warrants to warrant liability		1,925,238
Change in fair value		(1,710,878	)
Foreign exchange		(91,091	)
Balance, June 30, 2023		276,544

25

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

			Weighted -average
	Number of		exercise price
	warrants		CAD
	#		$
Outstanding, December 31, 2022 and 2021		-		-
Acquisition of Engine		269,601		30.00
Reclassify former GSQ Esports Inc. warrants to warrant liability		927,228		23.72
Expired		-		-
Outstanding as of June 30, 2023		1,196,829		25.13

The following table reflects the liability measured warrants issued and outstanding as of June 30, 2023:

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			CAD	life (years)
July 8, 2024		111,495		30.00		1.02
July 25, 2024		100,406		30.00		1.07
August 8, 2024		57,700		30.00		1.11
February 19, 2024		28,037		29.05		0.64
March 4, 2024		196,614		29.05		0.68
July 22, 2023		438,918		29.05		0.06
July 22, 2024		30,724		19.37		1.06
June 30, 2024		92,829		6.78		1.00
September 30, 2027		123,930		9.68		4.25
June 30, 2024		16,176		6.29		1.00
		1,196,829	$	25.13		0.95

As of June 30, 2023, the fair value of the 1,196,829 warrants outstanding (April 11, 2023 – 1,196,829) was determined to be $276,544 (April 11, 2023 – $2,078,513) as calculated using the Black Scholes option pricing model with the following range of assumptions: 0.06 – 4.25 years (April 11, 2023 – 0.28 – 4.47 years) as expected average life; share price of CAD$4.00 (April 11, 2023 – CAD$8.20); exercise price of CAD$6.29 – CAD$30.00 (April 11, 2023 – CAD$6.29 – CAD$30.00); 90% expected volatility (April 11, 2023 – 90%); risk free interest rate of 3.70% – 5.29% (April 11, 2023 – 3.09% - 4.55%); and an expected dividend yield of 0%.

26

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

Equity measured warrants having USD exercise price

The following is a summary of liability measured warrants outstanding on June 30, 2023, and changes during the period then ended.

	Amount
	$
Balance at December 31, 2021		2,287,484
Private placements		140,677
Warrants issued for credit facility		96,359
Warrants expired		(599,282	)
Balance, December 31, 2022		1,925,238
Balance at December 31, 2022		1,925,238
Acquisition of Engine		20,000
Reclass equity warrants to warrant liability		(1,925,238	)
Balance, June 30, 2023		20,000

				Weighted-average
	Number of			exercise price
	warrants			CAD
	#			$
Outstanding, December 31, 2021		953,986			26.14
Private placements		123,930			9.68
Warrants issued for credit facility		109,005			6.78
Warrants expired		(259,693	)		19.37
Outstanding as of December 31, 2022		927,228			23.72
Outstanding, December 31, 2022		927,228			23.72
Reclassify former GSQ Esports Inc. warrants to warrant liability		(927,228	)		23.72
Outstanding as of June 30, 2023		-			-

			Weighted-average
	Number of		exercise price
	warrants		USD
	#		$
Outstanding, December 31, 2022		-		-
Acquisition of Engine		877,891		60.00
Outstanding as of June 30, 2023		877,891		60.00

The following table reflects the equity measured warrants issued and outstanding as of June 30, 2023:

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			USD		life (years)
January 8, 2024		467,196		60.00		0.53
January 22, 2024		130,724		60.00		0.56
February 24, 2024		264,556		60.00		0.65
August 19, 2024		12,499		60.00		1.14
September 15, 2024		2,916		60.00		1.21
		877,891	$	60.00		0.58

18. Related party transactions

Key management personnel compensation:

	For the three months ended				For the six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	$		$		$		$
Total compensation paid to key management		400,129		255,050		952,713		510,667
Share based payments		-		104,627		182,040		229,205

Credit facility payable

On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company by virtue of one of its directors. The Facility matures on June 30, 2023 (the “Maturity Date”). During the three months ended March 31, 2023, the Company accrued $23,266 in interest and $80,133 in legal fees in connection with the Facility. This credit facility was paid off during the quarter ended June 30, 2023, and has not been renewed (see Note 11).

Convertible debenture with a director of the Company as counterparty

On September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full at maturity) and (c) conversion price of $4.40.

The convertible debenture is beneficially held by a director of the Company. The participation of a director in the original issuance of the convertible debenture 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 convertible debenture did not exceed 25% of the market capitalization of the Company.

27

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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 Engine, 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 is among the pool of Stubholders.

19. Contingencies and commitments

Management commitments

The Company is party to certain management contracts. These contracts require payments of approximately $600,000 to be made upon the occurrence of a change in control and termination without cause to certain officers of the Company. The Company is also committed to payments upon termination without cause of approximately $1,100,000 pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements.

Former activities

The Company was previously involved in oil and gas exploration activities in Canada, the United States and Colombia. The Company ceased all direct oil and gas exploration activities in 2014. While management estimated that the exposure to additional liabilities from its former oil and gas activities over and above the reclamation deposits held in trust for the Alberta Energy Regulator of CAD$343,691 ($250,742) to be remote, the outcome of any such contingent matters is inherently uncertain.

Litigation and arbitration

In April 2020, Engine 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 241,666 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 241,666 common shares of the Company to those shareholders. As alternative relief, the shareholders of Allinsports sought up to US$20,000,000 in damages. 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 241,666 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 $730,109, which represents the fair value of the common shares directed to be delivered as of June 30, 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.

28

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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.

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.

20. Revenue and segmented information

IFRS 8 requires operating segments to be determined based on the Company’s internal reporting to the Chief Operating Decision Maker (“CODM”). The CODM has been determined to be the Company’s chief executive officer as he is primarily responsible for the allocation of resources and the assessment of performance. The CODM uses gross profit, as reviewed at periodic business review meetings, as the key measure of the Company’s results as it reflects the Company’s underlying performance for the period under evaluation.

The CODM’s primary focus for review and resource allocation is the Company as a whole and not any component part of the business. Having considered these factors, management has judged that the Company has one operating segment under IFRS 8.

29

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

The following disaggregates revenue by revenue stream and geographic region for the three and six months ended June 30, 2023, and 2022.

Three months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		2,876,908		-		-		2,876,908
Agency Revenue		774,175		1,957,831		-		-		2,732,006
Content production		-		196,326		-		-		196,326
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		774,175		12,802,456		-		662,179		14,238,810
Cost of sales		637,568		9,462,596		-		70,472		10,170,636
Gross profit		136,607		3,339,860		-		591,707		4,068,174
Three months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		2,380,728		-		-		2,380,728
Agency Revenue		1,226,354		2,711,810		-		-		3,938,164
Content production		-		337,000		-		-		337,000
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		1,226,354		5,429,538		-		-		6,655,892
Cost of sales		1,001,932		2,636,799		-		-		3,638,731
Gross profit		224,422		2,792,739		-		-		3,017,161

30

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

Six months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		5,037,559		-		-		5,037,559
Agency Revenue		1,408,548		3,918,291		-		-		5,326,839
Content production		-		391,555		-		-		391,555
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		1,408,548		17,118,796		-		662,179		19,189,523
Cost of sales		1,169,414		11,951,960		-		70,472		13,191,846
Gross profit		239,134		5,166,836		-		591,707		5,997,677
Six months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		4,204,242		-		99,848		4,304,090
Agency Revenue		2,494,751		4,437,625		-		-		6,932,376
Content production		-		459,500		-		-		459,500
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		2,494,751		9,101,367		-		99,848		11,695,966
Cost of sales		2,012,566		4,969,087		-		51,951		7,033,604
Gross profit		482,185		4,132,280		-		47,897		4,662,362

21. Financial instruments and risk management

(a) Financial 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.

(b) Credit 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.

31

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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 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.

As of June 30, 2023, no customers (December 31, 2022 – N/A) accounted for greater than 10% of the Company’s net trade accounts receivable balance. During the six months ended June 30, 2023, one (June 30, 2022 – N/A) customer represented 31% of total revenue.

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.

(c) Liquidity 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.

The following table describes our contractual obligations and financial liabilities on June 30, 2023:

	< 1 year		1-2 years		2-5 years
Accounts payable		17,729,367		-		-
Accrued liabilities		6,325,496		-		-
Consideration payable		30,000		-		-
Players liability account		47,465		-		-
Promissory notes payable		481,149		-		-
Convertible debt		5,093,287		-		1,566,804

(d) Market 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.

32

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

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, UK pound sterling as well as debt denominated in Canadian dollars.

(e) Fair value hierarchy

The following tables combine information about:

· classes of financial instruments based on their nature and characteristics;

· The carrying amounts of financial instruments;

· fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and

· fair 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 1: unadjusted quoted prices in active markets for identical assets or liabilities;

■ Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

■ Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

33

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in United States dollars)

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		4,249,602
Restricted cash		-		-		-		47,465
Accounts and other receivables		-		-		-		14,115,331
Government remittances		-		-		-		1,146,493
Investment at FVTPL		3,188,749		-		-		-
		3,188,749		-		-		19,558,891

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		17,729,367
Accrued liabilities		-		-		6,325,496
Consideration payable		-		-		30,000
Players liability account		-		-		47,465
Credit facility payable		-		-		-
Promissory notes payable		-		-		481,149
Convertible debt		-		6,660,091		-
		-		6,660,091		24,613,477

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		977,413
Restricted cash		-		-		-		-
Accounts and other receivables		-		-		-		8,331,120
Government remittances		-		-		-		-
Investment at FVTPL		-		-		-		-
		-		-		-		9,308,533

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		4,848,854
Accrued liabilities		-		-		3,180,208
Consideration payable		-		-		260,000
Players liability account		-		-		-
Credit facility payable		-		-		802,328
Promissory notes payable		-		-		-
Convertible debt		-		-		-
		-		-		9,091,390

34

GameSquare Holdings, Inc.

(formerly Engine Gaming and Media, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

For the three and six months ended June 30, 2023, and 2022

(Unaudited)

(Amounts in 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 June 30, 2023
	$		$		$		$
Convertible debt		-		-		6,660,091		6,660,091
Investment at FVTPL		-		-		3,188,749		3,188,749

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

22. Subsequent events

The Company has evaluated subsequent events from the balance sheet date through August 14, 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.

35

XML

Cover	6 Months Ended
	Jun. 30, 2023
Cover [Abstract]
Entity Registrant Name	GameSquare Holdings, Inc.
Entity Central Index Key	0001714562
Document Type	6-K/A
Amendment Flag	true
Current Fiscal Year End Date	--12-31
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity File Number	001-39389
Entity Address Address Line 1	6775 Cowboys Way
Entity Address Address Line 2	Ste. 1335, Frisco
Entity Address State Or Province	TX
Entity Address Postal Zip Code	75034
Amendment Description	This Report on Form 6-K/A (the “Amendment”) amends the Report on Form 6-K filed on August 14, 2023 (the “Original 6-K”) containing the Unaudited Interim Condensed Consolidated Financial Statements of GameSquare Holdings, Inc. (the “Company”) as of and for the three and six months ended June 30, 2023, and 2022. The purpose of this Amendment is solely to provide the Company’s Unaudited Interim Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2023 and 2022, formatted in Inline eXtensible Business Reporting Language (“iXBRL”) in accordance with Rule 405 of Regulation S-T and paragraph C(6)(a)(ii) of the General Instructions to Form 6-K, attached hereto as Exhibit 99.1, and filed within six business days of the Original 6-K, in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T. Such Unaudited Interim Condensed Consolidated Financial Statements were previously filed without iXBRL as Exhibit 99.1 to the Original 6-K. Except as described above, this Amendment speaks as of the original filing date of the Original 6-K and does not amend, update or restate any information set forth in the Original 6-K or reflect any events that occurred subsequent to the original filing date of the Original 6-K.

XML

Condensed Interim Consolidated Statements of Financial Position - USD ($)	Jun. 30, 2023	Dec. 31, 2022
ASSETS
Cash	$ 4,249,602	$ 977,413
Restricted cash	47,465	0
Accounts and other receivables	14,115,331	8,331,120
Government remittances	1,146,493	0
Prepaid expenses and other current assets	1,459,381	788,227
Current assets	21,018,272	10,096,760
Non-Current
Investment at FVTPL	3,188,749	0
Property and equipment	2,790,738	3,001,883
Goodwill	23,710,499	0
Intangible assets	23,237,813	4,609,837
Right-of-use assets	2,198,025	2,385,330
Non current assets	55,125,824	9,997,050
Total assets	76,144,096	20,093,810
LIABILITIES
Accounts payable	17,729,367	4,848,854
Accrued liabilities	6,325,496	3,180,208
Consideration payable	30,000	260,000
Players liability account	47,465	0
Deferred revenue	2,070,323	1,092,982
Lease liabilities, current	729,575	336,229
Credit facility payable	0	802,328
Promissory notes payable	481,149	0
Warrant liability	276,544	0
Convertible debt, current	5,093,287	0
Arbitration reserve	730,109	0
Current liabilities	33,513,315	10,520,601
Convertible debt, non-current	1,566,804	0
Lease liabilities, non-current	2,182,499	2,362,448
Deferred tax liability	50,117	55,096
Non current liabilities	3,799,420	2,417,544
Liabilities	37,312,735	12,938,145
Share capital	84,115,256	43,375,158
Contributed surplus	4,496,528	3,296,668
Warrants	20,000	1,925,238
Contingently issuable shares	0	131,184
Accumulated other comprehensive (loss) income	(380,406)	(269,053)
Deficit	(49,420,017)	(41,303,530)
Stockholder's equity	38,831,361	7,155,665
Total liabilities and stockholder's equity	$ 76,144,096	$ 20,093,810

XML

Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss) (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Condensed Interim Consolidated Statements of Income (loss) and Comprehensive Income (loss) (Unaudited)
Revenue	$ 14,238,810	$ 19,189,523	$ 6,655,892	$ 11,695,966
Cost of sales	10,170,636	3,638,731	13,191,846	7,033,604
Gross profit	4,068,174	3,017,161	5,997,677	4,662,362
EXPENSES
Salaries, consulting and management fees	5,872,434	2,368,223	8,522,847	5,029,112
Player compensation	527,396	449,355	1,026,798	889,040
Professional fees	56,991	594,670	428,050	987,913
Advertising and promotion	475,270	176,627	651,656	459,065
Office and general	1,284,581	774,293	1,871,727	1,381,515
Technology expenses	158,914	0	158,914	0
Amortization and depreciation	1,034,804	678,060	1,626,164	1,360,618
Share-based payments	317,005	441,084	882,385	941,227
Interest expense	180,148	127,727	262,666	214,812
(Gain) loss on foreign exchange	(222,550)	(49,876)	(221,618)	(45,980)
Transaction costs	1,013,672	0	1,497,981	0
Arbitration settlement reserve	(739,644)	0	(739,644)	0
Restructuring costs	10,388	0	294,286	0
Legal settlement	183,724	0	183,724	0
Change in fair value of warrant liability	(1,710,878)	0	(1,710,878)	0
Change in fair value of convertible debt	(455,009)	0	(455,009)	0
Total expense	7,987,246	5,560,163	14,280,049	11,217,322
Net loss for the period before discontinued operations and taxes	(3,919,072)	(2,543,002)	(8,282,372)	(6,554,960)
Income tax recovery	0	18,177	5,027	36,506
Net loss for the period before discontinued operations	(3,919,072)	(2,524,825)	(8,277,345)	(6,518,454)
DISCONTINUED OPERATIONS
Gain (loss) from discontinued operations	(176,094)	0	(176,094)	0
Net loss for the period from discontinued operations	(176,094)	0	(176,094)	0
Net loss for the period	(4,095,166)	(2,524,825)	(8,453,439)	(6,518,454)
Items that will subsequently be reclassified to operations:
Foreign currency translation	(104,704)	(238,992)	(111,353)	(135,217)
Total comprehensive loss for the period	(4,199,870)	(2,763,817)	(8,564,792)	(6,653,671)
(Loss) profit for the period attributable to:
Owners of the parent	(4,095,166)	(2,524,825)	(8,453,439)	(6,532,172)
Non-controlling interest	0	0	0	13,718
Profit loss attributable to noncontrolling interests	$ (4,095,166)	$ (2,524,825)	$ (8,453,439)	$ (6,518,454)
Basic and diluted net loss per share - continuing operations	$ (0.32)	$ (0.49)	$ (0.89)	$ (1.27)
Basic and diluted net loss per share - discontinued operations	(0.02)	0	(0.02)	0
Basic and diluted net loss per share	$ (0.34)	$ (0.49)	$ (0.91)	$ (1.27)
Weighted average number of common shares outstanding - basic and diluted	12,131,409	5,188,719	9,283,340	5,118,603

XML

Condensed Interim Consolidated Statements of Shareholders Equity (Deficiency) (Unaudited) - USD ($)	Total	Number of Proportionate Voting Shares	Share Capital Member	Number of Common Shares	Contributed Surplus Member	Warrants Member	Accumulated other comprehensive (loss) income	Noncontrolling Interest	Retained Earnings (Accumulated Deficit)	Contingently Issuable Shares and Options
Balance, shares at Dec. 31, 2021				5,047,708
Balance, amount at Dec. 31, 2021	$ 17,645,242		$ 36,218,116	$ 36,218,116	$ 3,101,014	$ 2,287,484	$ 135,981	$ (90,474)	$ (24,059,541)	$ 52,662
Statement [Line Items]
Conversion from Common to Proportionate Voting Shares, shares		3,098		(309,825)
Conversion from Common to Proportionate Voting Shares, amount	0		0		0	0	0	0	0	0
Private placements, shares				413,935
Private placements, amount	2,215,811		2,215,811		0	0	0	0	0	0
Share issuance costs	(38,063)		(38,063)		0	0	0	0	0	0
Options granted	385,097		0		385,097	0	0	0	0	0
Options expired	0		0		(344,913)	0	0	0	344,913	0
Restricted share units	556,130		0		556,130	0	0	0	0	0
Warrants issued for credit facility	69,215		0		0	69,215	0	0	0	0
Other comprehensive loss	(135,217)		0		0	0	(135,217)	0	0	0
Net loss for the period	(6,518,454)		0		0	0	0	13,718	(6,532,172)	0
Balance,Shares at Jun. 30, 2022		3,098		5,151,818
Balance, Amount at Jun. 30, 2022	14,179,761		38,395,864		3,697,328	2,356,699	764	(76,756)	(30,246,800)	52,662
Balance, shares at Dec. 31, 2022		3,098		6,042,445
Balance, amount at Dec. 31, 2022	7,155,665		43,375,158	$ 43,375,158	3,296,668	1,925,238	(269,053)	0	(41,303,530)	131,184
Statement [Line Items]
Net loss for the period	(8,453,439)		0		0	0	0	0	(8,453,439)	0
Conversion from Proportionate Voting Shares to Common, shares		(3,098)		309,825
Conversion from Proportionate Voting Shares to Common, amount	0		0		0	0	0	0	0	0
Impact of rounding down after exchange for GSQ Esports, shares				(70)
Impact of rounding down after exchange for GSQ Esports, amount	0		0	$ (70)	0	0	0	0	0	0
Contingent consideration on acquisition of Cut+Sew (Note 11), shares				29,359
Contingent consideration on acquisition of Cut+Sew (Note 11), amount	0		131,184		0	0	0	0	0	(131,184)
Acquisition of Engine, shares				6,380,083
Acquisition of Engine, amount	41,034,000		39,684,000		1,330,000	20,000	0	0	0	0
Reclassify former GSQ Esports Inc. warrants to warrant liability	(1,925,238)		0		0	(1,925,238)	0	0	0	0
Shares issued for legal settlements, shares				29,929
Shares issued for legal settlements, amount	183,187		183,187		0	0	0	0	0	0
Options (Note 16(a))	309,893		0		309,893	0	0	0	0	0
Options expired (Note 16(a))	0		0		(333,367)	0	0	0	333,367	0
Restricted share units (Note 16(b))	572,492		0		572,492	0	0	0	0	0
Restricted share units exercised (Note 16(b)), shares				125,148
Restricted share units exercised (Note 16(b)), amount	0		675,573		(675,573)	0	0	0	0	0
Restricted share units cancelled (Note 16(b))	0		0		(3,585)	0	0	0	3,585	0
Shares issued for debt, shares				9,109
Shares issued for debt, amount	66,154		66,154		0	0	0	0	0	0
Other comprehensive loss	(111,353)		0		0	0	(111,353)	0	0	0
Balance,Shares at Jun. 30, 2023				12,925,828
Balance, Amount at Jun. 30, 2023	$ 38,831,361		$ 84,115,256		$ 4,496,528	$ 20,000	$ (380,406)	$ 0	$ (49,420,017)	$ 0

XML

Condensed Interim Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES
Net loss for the period	$ (8,453,439)	$ (6,518,454)
Items not affecting cash:
Amortization and depreciation	1,626,164	1,360,618
Income tax recovery	(5,027)	(36,506)
Arbitration settlement reserve	(739,644)	0
Shares issued for legal settlements	(183,724)	0
Change in fair value of warrant liability	(1,710,878)	0
Change in fair value of convertible debt	455,009	0
Non-cash interest expense	0	218,547
Share-based payments	882,385	941,227
Total Adjustment	(8,671,724)	(4,034,568)
Changes in non-cash working capital:
Accounts and other receivables	1,680,450	1,767,402
Government remittances	(82,390)	0
Prepaid expenses and other current assets	73,545	(1,043,246)
Reclamation deposits	0	3,339
Assets held for sale	0	(49,088)
Accounts payable and accrued liabilities	807,138	(557,746)
Consideration payable	(230,000)	0
Deferred revenue	(218,088)	1,577,439
Net change in non?cash working capital	(2,030,655)	(721,212)
Net cash flow used in operating activities	(6,641,069)	(4,755,780)
INVESTING ACTIVITIES
Purchase of property and equipment	0	31,290
Proceeds from sale of assets held for sale	0	49,356
Acquisition of Engine	11,278,691	0
Net cash flow from investing activities	11,278,691	18,066
FINANCING ACTIVITIES
Proceeds from private placement	0	2,215,811
Share issue costs	0	38,063
Proceeds (payments) on promissory notes payable, net	31,066	(149,442)
Payments on lease financing	275,231	266,508
Payments on credit facility	(825,510)
Net cash flow from financing activities	(1,069,675)	1,761,798
Impact of foreign exchange on cash	295,758	34,999
Change in cash	3,272,189	(3,010,915)
Cash, beginning of period	977,413	(6,028,232)
Cash, end of period	$ 4,249,602	$ 3,017,317

XML

Corporate information and going concern

6 Months Ended

Jun. 30, 2023

Corporate information and going concern

Corporate information and going concern

1. Corporate information and going concern

(a) Corporate 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 6775 Cowboys Way, Ste. 1335, Frisco, Texas, USA, 75034.

GameSquare Holdings, Inc. (formerly Engine Gaming and Media, Inc.), (NASDAQ: GAME; TSXV: GAME) completed its 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 5).

The Arrangement constituted a Reverse Takeover of the Company by GameSquare Esports, Inc. with GameSquare Esports, Inc as the reverse takeover acquirer and the Company as the reverse takeover acquiree, under applicable securities laws and for accounting purposes under IFRS. At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings Inc.

GameSquare Esports, Inc was traded on the Canadian Securities Exchange (CSE) under the symbol “GSQ” and on the OTCQB Venture Market in the Unites States under the symbol “GMSQF” until April 11, 2023.

GameSquare is a vertically integrated, digital media, entertainment and technology company that connects global brands with gaming and youth culture audiences. GameSquare's end-to-end platform includes GCN, a digital media company focused on gaming and esports audiences, Swingman LLC dba as Zoned, a gaming and lifestyle marketing agency, Code Red Esports Ltd. (“Code Red”), a UK based esports talent agency, NextGen Tech, LLC, dba as Complexity Gaming (“Complexity”), a leading esports organization, GameSquare Esports Inc. dba as Fourth Frame Studios, a creative production studio, Mission Supply, a merchandise and consumer products business, Frankly Media, programmatic advertising, Stream Hatchet, live streaming analytics, and Sideqik a social influencer marketing platform. 

These condensed interim consolidated financial statements include the accounts of the Company and its subsidiaries.

(b) Going 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 $49,420,017 as of June 30, 2023 (December 31, 2022 –$41,303,530). 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 June 30, 2023, the Company had a working capital deficiency of $12,495,043 (December 31, 2022 – working capital deficiency of $423,841) which is comprised of current assets less current liabilities.

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.

XML

Basis of presentation

6 Months Ended

Jun. 30, 2023

Basis of presentation

2. Basis of presentation

(a) Statement 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 December 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 August 14, 2023.

(b) Basis 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 June 30, 2023, are as follows:

Name of Subsidiary	Country of Incorporation	Ownership Percentage	Functional Currency
Frankly Inc.	Canada	100%	Canadian Dollar
Stream Hatchet S.L.	Spain	100%	Euro
Code Red Esports Ltd.	United Kingdom	100%	UK Pound Sterling
GameSquare Esports, Inc.	Canada	100%	Canadian Dollar
GameSquare Esports (USA) Inc.  (dba as Fourth Frame Studios)	USA	100%	US Dollar
GCN Inc.	USA	100%	US Dollar
NextGen Tech, LLC	USA	100%	US Dollar
Swingman LLC	USA	100%	US Dollar
Mission Supply LLC	USA	100%	US Dollar
SideQik, Inc.	USA	100%	US 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.

(c) Functional 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) Error correction and reclassifications to the first quarter of 2023

These unaudited condensed interim consolidated financial statements include one error correction and two reclassifications on the Statements of Income (loss) and Comprehensive Income (loss) for the first quarter of 2023. These changes included the following: (1) decrease to revenue of $100,000 and (2) reclass of $484,309 out of professional fees and into transaction costs and reclass of $283,898 out of salaries, consulting and management fees and into restructuring costs.

XML

Changes in significant accounting policies

6 Months Ended

Jun. 30, 2023

Changes in significant accounting policies

Changes in significant accounting policies

3. Changes in significant accounting policies

The unaudited condensed interim consolidated financial statements were prepared using the same accounting policies and methods as those used in the Company’s consolidated financial statements for the year ended December 31, 2022, except for the following new accounting standards below.

New accounting standards

Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023, did not have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 8 – Definition of accounting estimates

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

Amendments to IAS 12 – Deferred Taxes related to Assets and Liabilities arising from a Simple Transaction

Future accounting pronouncements

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

Amendments to IAS 1 – Non-current Liabilities with Covenants

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

Amendments to IAS 8 – Definition of Accounting Estimates

Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements

Amendments to IAS 21 – Lack of Exchangeability

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 on the Company’s financial statements.

XML

Significant judgments, estimates and assumptions

6 Months Ended

Jun. 30, 2023

Significant judgments, estimates and assumptions

Significant judgments, estimates and assumptions

4. 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 material uncertainty regarding the Company’s ability to continue as a going concern.

(a) Significant 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 concern;
Note 17	Valuation of warrant liability;
Note 9	Intangible assets and goodwill;
Notes 16	Valuation of share-based payments;
Note 14	Valuation of convertible debt; and
Note 19	Contingencies.

(b) Uncertainty 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.

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Acquisitions

6 Months Ended

Jun. 30, 2023

Acquisitions

5. Acquisitions

Acquisition of GameSquare Esports, Inc.

On April 11, 2023, GameSquare Esports, Inc. completed its plan of arrangement with Engine Gaming and Media, Inc. (“Engine”) resulting in Engine acquiring all the issued and outstanding securities of the GameSquare Esports, Inc.

Resulting from the Arrangement, Engine acquired all issued and outstanding GameSquare Esports, Inc. shares based on one GameSquare Esports, Inc. share in exchange for 0.020655 of an Engine common share (the "Exchange Ratio"). Each outstanding option of GameSquare was exchanged for an Engine option entitling the holder to a number of Engine common shares, as adjusted on the basis of the Exchange Ratio, and be subject to exercise thereof in accordance with the terms of the options, including payment of the exercise price, which will also be adjusted based upon the Exchange Ratio. All other material terms of the options will remain the same. Each outstanding restricted share unit of GameSquare will be exchanged for an Engine restricted share unit entitling the holder to a number of Engine common shares, as adjusted on the basis of the Exchange Ratio. All other material terms of the restricted share units will remain the same. Each outstanding warrant of GameSquare will be adjusted pursuant to its governing contractual instrument to entitle the holder to receive, upon due exercise, Engine common shares, adjusted on the basis of the Exchange Ratio.

At completion of the Arrangement Engine Gaming and Media, Inc. changed its name to GameSquare Holdings, Inc.

All transaction costs associated with this acquisition were expensed as incurred. The loss attributed to acquiree’s operations from the acquisition date to April 11, 2023, was $1,687,689, with revenue of $8,440,607.

All transaction costs associated with this acquisition were expensed as incurred. The loss attributed to acquiree’s operations from the acquisition date to June 30, 2023, was $1,687,689, with revenue of $8,440,607.

The following preliminary table summarizes the consideration for the acquisition: 

Purchase Price Consideration Paid	#		$
Common shares		6,380,083		39,684,000
Warrants - Equity		877,891		20,000
Options - Vested		237,996		1,210,000
RSUs - Vested		23,339		120,000
		7,519,309		41,034,000

The following table summarizes the preliminary fair value of acquired assets and liabilities acquired as follows:

Net Assets Acquired
Cash	11,278,691
Restricted cash	47,455
Accounts and other receivables	7,464,661
Government remittances	1,064,103
Prepaid expenses and other current assets	744,699
Investment at FVTPL	3,188,749
Property and equipment	128,823
Goodwill	23,710,499
Intangible - Software	5,400,000
Intangible - Brand name	3,230,000
Intangible - Customer relationships	11,000,000
Right-of-use assets	4,042
Accounts payable	(12,578,714	)
Accrued liabilities	(2,840,322	)
Players liability account	(47,455	)
Deferred revenue	(1,195,429	)
Promissory notes payable	(450,083	)
Warrant liability	(153,275	)
Arbitration reserve	(1,469,753	)
Lease liabilities	(381,358	)
Convertible debt	(7,111,333	)
	41,034,000

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Accounts and other receivables

6 Months Ended

Jun. 30, 2023

Accounts and other receivables

Accounts and other receivables

6. Accounts and other receivables

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

	June 30, 2023		December 31, 2022
	$		$
Trade accounts receivable		13,699,444		8,114,542
Insurance receivable		222,296
Tax receivable		114,784		88,874
Other receivables		78,807		127,704
		14,115,331		8,331,120

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Investment at FVTPL

6 Months Ended

Jun. 30, 2023

Investment at FVTPL

7. Investment at FVTPL

In conjunction with completion of the Arrangement, 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 21). The fair value of this investment was $3,188,749 on both April 11, 2023 and June 30, 2023.

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Property and equipment

6 Months Ended

Jun. 30, 2023

Property and equipment

Property and equipment

8. Property and equipment

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

Cost	Equipment			Leasehold improvements			Total
	$			$			$
December 31, 2021		238,988			3,655,734			3,894,722
Additions		31,251			-			31,251
Foreign exchange		(583	)		(115	)		(698	)
December 31, 2022		269,656			3,655,619			3,925,275
December 31, 2022		269,656			3,655,619			3,925,275
Acquisition of Engine		128,823			-			128,823
Additions		-			-			-
Foreign exchange		264			-			264
June 30, 2023		398,743			3,655,619			4,054,362

Accumulated depreciation	Equipment			Leasehold improvements		Total
December 31, 2021		27,434			238,530		265,964
Depreciation		112,938			544,653		657,591
Foreign exchange		(163	)		-		(163	)
December 31 2022		140,209			783,183		923,392
December 31, 2022		140,209			783,183		923,392
Depreciation		67,608			272,326		339,934
Foreign exchange		298			-		298
June 30, 2023		208,115			1,055,509		1,263,624

Net book value	Equipment		Leasehold improvements		Total
December 31, 2022		129,447		2,872,436		3,001,883
June 30, 2023		190,628		2,600,110		2,790,738

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Intangibles and goodwill

6 Months Ended

Jun. 30, 2023

Intangibles and goodwill

Intangibles and goodwill

9. Intangibles and goodwill

Intangibles

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

Cost	Customer relationships			Brand name			Software		Total
	$			$			$		$
December 31, 2021		2,417,937			6,043,981			-		8,461,918
Foreign exchange		(154,602	)		(386,451	)		-		(541,053	)
December 31, 2022		2,263,335			5,657,530			-		7,920,865
December 31, 2022		2,263,335			5,657,530			-		7,920,865
Acquisition of Engine		11,000,000			3,230,000			5,400,000		19,630,000
Foreign exchange		51,968			129,901			-		181,869
June 30, 2023		13,315,303			9,017,431			5,400,000		27,732,734
Accumulated amortization	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2021		417,617			677,860			-		1,095,477
Amortization		471,211			1,177,859			-		1,649,070
Impairment		472,018			229,405			-
Foreign exchange		(45,246	)		(89,696	)		-		(134,942	)
December 31, 2022		1,315,600			1,995,428			-		2,609,605
December 31, 2022		1,315,600			1,995,428			-		3,311,028
Amortization		261,503			596,489			236,712		1,094,704
Foreign exchange		32,991			56,198			-		89,189
June 30, 2023		1,610,094			2,648,115			236,712		4,494,921
Net book value	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2022		947,735			3,662,102			-		4,609,837
June 30, 2023		11,705,209			6,369,316			5,163,288		23,237,813

The Company reviews the carrying value of its intangible assets with definite lives at each reporting period for indicators of impairment. During the year ended December 31, 2022, the Company recorded an impairment of intangible assets acquired on the acquisition of Code Red of $701,423.

Goodwill

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

Balance, December 31, 2022 and 2021	-
Acquisition of Engine	23,710,499
Effect of foreign exchange	-
Balance, June 30, 2023	23,710,499

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Prepaid expenses and other current assets

6 Months Ended

Jun. 30, 2023

Prepaid expenses and other current assets

Prepaid expenses and other current assets

10. Prepaid expenses and other current assets

Prepaid expenses and other assets consist primarily of prepaid expenses such as insurance as well as acquisition costs of players and security deposits. Acquisition costs of players are amortized on a straight-line basis over the players’ contract terms.

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Credit facility payable

6 Months Ended

Jun. 30, 2023

Credit facility payable

Credit facility payable

11. Credit facility payable

On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company. The Facility matures on June 30, 2023 (the “Maturity Date”). The Company may, by written notice to the lender, extend the Maturity Date by one year from the date of the then applicable Maturity Date; provided that any such request is made no more than 90 days or less than 45 days, prior to the then applicable Maturity Date. This credit facility was paid off during the quarter ended June 30, 2023, and has not been renewed.

Interest accrued on the outstanding principal amount of the Facility from and including the date of the advance of funds, as well as on all overdue amounts outstanding in respect of interest, costs or other fees, expenses or other amounts payable under the Facility, at an interest rate, calculated and payable in arrears on (i) the last business day of each calendar month, (ii) the date of any prepayment of all or any portion of the principal amount of the Facility, and (iii) the Maturity Date (each, an “Interest Payment Date”), as well as after each of maturity, default and judgment. The Facility bears interest based on the sum of the SOFR published for the second U.S. Government Securities Business Day prior to the end of the period ending on an Interest Payment Date. The Facility provides for the issuance of warrants to the lender on the date of signing of the Facility and with respect to each draw down on the Facility.

During the six months ended June 30, 2023, the Company accrued $23,266 in interest on the loan. On June 30, 2023, the principal and accrued interest were carried at $0 (December 31, 2022 - $802,328). In addition, the Company incurred legal costs of $80,133 during the six months ended June 30, 2023 (see Note 18).

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Leases

6 Months Ended

Jun. 30, 2023

Leases

Leases

12. Leases

On April 11, 2023, the Company acquired lease liabilities as part of the Arrangement (see Note 5). On June 30, 2021, the Company acquired Complexity. Complexity leases a building in Frisco, Texas.

A reconciliation of the of right of use assets for the six months ended June 30, 2023, and year ended December 31, 2022, is as follows:

	$
December 31, 2021		2,761,961
Depreciation		(376,631	)
December 31, 2022		2,385,330
December 31, 2022		2,385,330
Acqusition of Engine		4,042
Depreciation		(191,347	)
June 30, 2023		2,198,025

Lease liabilities are measured at the present value of the lease payments that are not paid at the statement of financial position date. Lease payments are apportioned between interest expenses and a reduction of the lease liability using the Company’s incremental borrowing rate to achieve a constant rate of interest on the remaining balances of the liabilities.

A reconciliation of the lease liabilities for the six months ended June 30, 2023, and year ended December 31, 2022, is as follows:

	Equipment			Office lease			Total
	$			$			$
Balance, December 31, 2021		-			3,000,031			3,000,031
Interest expense		-			233,793			233,793
Payments		-			(535,147	)		(535,147	)
Balance, December 31, 2022		-			2,698,677			2,698,677
Balance, December 31, 2022		-			2,698,677			2,698,677
Acquisition of Engine		4,400			376,958			381,358
Interest expense		60			107,210			107,270
Payments		(4,460	)		(270,771	)		(275,231	)
Balance, June 30, 2023		-			2,912,074			2,912,074

	Equipment		Office lease		Total
	$		$		$
As of June 30, 2023:
Less than one year		-		729,575		729,575
Greater than one year		-		2,182,499		2,182,499
Total lease obligation		-		2,912,074		2,912,074

The future minimum undiscounted lease payments as of June 30, 2023, are presented below:

Maturity analysis - contractual undiscounted cash flows as of June 30, 2023:

	Equipment		Office lease		Total
Less than one year		-		950,079		950,079
Greater than one year		-		2,638,072		2,638,072
Total undiscounted lease obligation		-		3,588,151		3,588,151

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Promissory note payable

6 Months Ended

Jun. 30, 2023

Promissory note payable

Promissory note payable

13. Promissory note payable

In conjunction with completion of the Arrangement, the Company acquired the following Promissory note (see Note 5):

The Company has a secured promissory note outstanding for amounts due for the provision of services by the noteholder. As of June 30, 2023, $481,149 was due under the note. The note is secured by the assets of a discontinued operation, bears interest at 8%, and is currently due.

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Convertible debt

6 Months Ended

Jun. 30, 2023

Convertible debt

Convertible debt

14. Convertible debt

In conjunction with completion of the Arrangement, the Company acquired the following Convertible debt (see Note 5):

The reconciliation of the convertible debt for the six months ended June 30, 2023, is as follows:

	2020 Series			EB CD			Total
	$			$			$
Balance, December 31, 2022 and 2021		-			-			-
Acquisition of Engine		2,082,304			5,029,029			7,111,333
Interest expense		19,178			109,589			128,767
Accrued interest on conversion / interest payments		-			(125,000	)		(125,000	)
Change in fair value		(534,678	)		79,669			(455,009	)
Balance, June 30, 2023		1,566,804			5,093,287			6,660,091

The Company’s convertible debt obligations are classified between current and non-current liabilities on June 30, 2023, as follows:

As of June 30, 2023:	$
Less than one year		5,093,287
Greater than one year		1,566,804
Total convertible debt obligation		6,660,091

(a) 2020 Series

On September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full at maturity) and (c) conversion price of $4.40. Fair value as of June 30, 2023 was estimated using a binomial lattice method. The key assumptions used included share price of $3.02, conversion price of $4.40, 2.17-year remaining term, 7% interest rate, expected volatility of 110%, 4.75% risk free interest rate and 0% expected dividend yield.

As of June 30, 2023, and on April 11, 2023 (the Arrangement completion date) the fair value of the 2020 Series convertible debentures was estimated using the binomial lattice model with the below assumptions:

2020 Series	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		4.40			4.40
Term, in years		2.17			2.39
Interest rate		7	%		7	%
Expected volatility		110.00	%		105.00	%
Risk-free interest rate		4.75	%		3.89	%
Expected dividend yield		0	%		0	%

(b) EB CD

On February 24, 2021, Engine issued 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 $41.00 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 $60.00 per share for a period of three years from the issuance of the EB CD. The EB CD has an original term of three years, with a maturity date of February 24, 2024. The convertible debenture is secured by Engine’s assets.

As of June 30, 2023, and on April 11, 2023 (the Arrangement completion date) the fair value of the EB CD convertible debenture was estimated using the binomial lattice model with the below assumptions:

EB CD	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		41.00			41.00
Warrant exercise price		60.00			60.00
Term, in years		0.65			0.87
Interest rate		10	%		10	%
Expected volatility		140.00	%		135.00	%
Risk-free interest rate		5.38	%		4.70	%
Expected dividend yield		0	%		0	%

(c) Fair 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).     

Financial assets / financial liabilities	Valuation technique	Key Inputs	Relationship and sensitivity of unobservable inputs to fair value to fair value
Convertible debt	The fair value of the convertible debentures as of June 30, 2023 has been calculated using a binomial lattice methodology.	Key observable inputs	The estimated fair value would increase (decrease) if:
		Share price USD $3.02	The share price was higher (lower)
		Risk-free interest rate (4.75% to 5.38%)	The risk-free interest rate was higher (lower)
		Dividend yield (0%)	The dividend yield was lower (higher)
		Key unobservable inputs
		Credit spread (5.84% to 7.86%)	The credit spread was lower (higher)
		Discount for lack of marketability (0%)	The discount for lack of marketability was lower (higher)
Convertible debt	The fair value of the convertible debentures as of April 11, 2023 has been calculated using a binomial lattice methodology.	Key observable inputs	The estimated fair value would increase (decrease) if:
		Share price USD $6.09	The share price was higher (lower)
		Risk-free interest rate (3.89% to 4.7%)	The risk-free interest rate was higher (lower)
		Dividend yield (0%)	The dividend yield was lower (higher)
		Key unobservable inputs
		Credit spread (7.92% to 10.27%)	The credit spread was lower (higher)
		Discount for lack of marketability (0%)	The discount for lack of marketability was lower (higher)

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Capital Stock

6 Months Ended

Jun. 30, 2023

Capital Stock

Capital Stock

15. Capital Stock

(a) Authorized

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

(b) Issued and outstanding, common shares

	Number of Proportionate Voting Shares		Number of common shares			Share Capital
	#		#			$
Balance, December 31, 2021		-		5,047,708			36,218,116
Conversion from Common to Proportionate Voting Shares		3,098		(309,825	)		-
Private placements		-		413,935			2,215,811
Share issuance costs		-		-			(38,063	)
Balance, June 30, 2022		3,098		5,151,818			38,395,864

	Number of Proportionate Voting Shares			Number of common shares			Share Capital
				#			$
Balance, December 31, 2022		3,098			6,042,445			43,375,158
Conversion from Proportionate Voting Shares to Common		(3,098	)		309,825			-
Impact of rounding down after exchange for GSQ Esports		-			(70	)		-
Contingent consideration on acquisition of Cut+Sew		-			29,359			131,184
Acquisition of Engine		-			6,380,083			39,684,000
Shares issued for legal settlements		-			29,929			183,187
Restricted share units exercised		-			125,148			675,573
Shares issued for debt		-			9,109			66,154
Balance, June 30, 2023		-			12,925,828			84,115,256

(c) Activity for the periods presented

Six months ended June 30, 2022

On May 30, 2022, the Company closed the first tranche of a non-brokered private placement. The Company issued 413,935 common shares of the Company at a price of CAD$6.78 per common share for gross proceeds of $2,215,811 (CAD$2,805,660). The Company incurred legal and other expenses totaling $38,063 in connection with the private placement.

On June 23, 2022, 309,825 common shares were converted into 3,098 PVS.

Six months ended June 30, 2023

On March 10, 2023, 29,359 common shares of the Company were issued for contingent consideration on the acquisition of Cut+Sew.

On March 24, 2023, 9,109 commons shares were issued in settlement of outstanding amounts payable of $66,154.

On April 3, 2023, 3,098 PVS were converted into 309,825 common shares.

On April 11, 2023, 6,380,083 shares of the Company were issued for the completion of the Arrangement (Acquisition of Engine).

On April 3 and 10, 2023, an aggregate of 29,929 shares of the Company were issued to settle legal matters.

During the six months ended June 30, 2023, 125,148 shares were issued on the exercise of RSUs (see Note 16(b)).

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Share based payments

6 Months Ended

Jun. 30, 2023

Share based payments

Share Based Payments

16. Share based payments

On April 11, 2023, the Company adopted the amended and restated Omnibus equity incentive plan (“Omnibus Plan”). 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. The Option price for shares that are the subject of any Option shall be fixed by the Board when such option is granted but shall not be less than the Market value of such shares at the time of grant.

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.

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 Shares available for issuance pursuant to the settlement of RSU shall be an aggregate of 1,067,147 Shares.

(a) Options

The following is a summary of stock options outstanding on June 30, 2023, and December 31, 2022, and changes during the periods then ended by option exercise currency:

				Weighted-average
	Number of			Exercise price
	options			USD
	#			$
Balance, December 31, 2022		-			-
Acquisition of Engine		261,929			5.15
Cancelled		(450	)		2.60
Balance, June 30, 2023		261,479			5.15

				Weighted-average
	Number of			Exercise price
	options			CAD
	#			$
Balance, December 31, 2021		400,331			21.79
Granted		95,013			15.49
Cancelled		(36,680	)		22.27
Balance, December 31, 2022		458,664			20.33
Balance, December 31, 2022		458,664			20.33
Granted		20,655			6.29
Cancelled		(64,031	)		19.29
Balance, June 30, 2023		415,288			19.37

Information relating to options outstanding by exercise currency as of June 30, 2023, is as follows:

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		USD		(Years)
August 25, 2025		85		315.95		2.16
February 10, 2026		328		315.95		2.62
May 23, 2026		2		315.95		2.90
June 24, 2026		3,665		2.60		2.99
July 2, 2026		1,122		2.60		3.01
August 20, 2026		250		2.60		3.14
January 31, 2027		375		2.60		3.59
March 3, 2027		250		315.95		3.68
April 12, 2027		25,000		7.20		3.79
August 10, 2027		25,000		3.60		4.12
September 30, 2027		10,750		2.40		4.25
October 1, 2027		5,625		2.48		4.26
October 31, 2027		21,041		2.60		4.34
November 3, 2027		33		315.95		4.35
December 1, 2027		68,123		2.60		4.42
March 31, 2028		11,250		5.40		4.76
May 26, 2029		80,099		3.64		5.91
November 7, 2029		3,311		2.60		6.36
June 14, 2031		2,670		42.13		7.96
November 23, 2031		2,500		39.28		8.41
		261,479		5.15		4.85

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		CAD		(Years)
October 2, 2023		712		29.48		0.26
April 28, 2024		7,229		22.75		0.83
November 25, 2025		19,106		23.24		2.41
January 22, 2026		41,310		21.30		2.57
February 24, 2026		5,164		24.21		2.66
March 2, 2026		10,328		22.75		2.67
March 16, 2026		20,655		21.30		2.71
April 28, 2026		22,721		22.75		2.83
July 5, 2026		47,507		24.69		3.02
September 21, 2026		132,117		21.06		3.23
February 16, 2027		4,131		16.95		3.64
March 1, 2027		21,688		16.95		3.67
March 23, 2027		19,622		16.95		3.73
August 30, 2027		26,593		8.52		4.17
August 30, 2027		6,455		9.68		4.17
September 14, 2027		5,164		6.20		4.21
November 21, 2027		4,131		9.68		4.40
February 22, 2033		20,655		6.29		9.66
		415,288		19.37		3.46

On February 22, 2023, the Company granted 20,655 options to a consultant of the Company. 5,164 of the options vest on the date of grant with the remaining options vesting in 24 equal monthly installments. Each option is exercisable at a price of CAD$6.29 per common share and expires February 22, 2033. The fair market value of the options of $72,541 was estimated using the Black-Scholes option pricing model based on the following weighted average assumptions: share price of CAD$6.29 based on the closing price of the Company’s shares on February 21, 2023, risk free rate of 3.37%, expected volatility of 66.72%, an estimated life of 10 years and an expected dividend yield of 0%. The fair value of the options is amortized over the vesting period.

During the six months ended June 30, 2023, the Company expensed $309,893 in share-based compensation related to the vesting of options.

(b) RSUs

The following is a summary of RSUs outstanding on June 30, 2023, and December 31, 2022, and changes during the periods then ended:

	Number
	#
Balance, December 31, 2021		108,277
Granted		87,784
Exercised		(68,250	)
Cancelled		-
Balance, December 31, 2022		127,811
Balance, December 31, 2022		127,811
Acquisition of Engine		41,442
Granted		67,358
Exercised		(125,148	)
Cancelled		(620	)
Balance, June 30, 2023		110,843

On February 22, 2023, the Company granted 20,655 RSUs to a consultant of the Company. 5,164 of the RSUs vested on the date of grant with the remaining RSUs vesting in 24 equal monthly installments. The estimated fair value of the RSUs on the date of grant is amortized over the vesting period.

On March 10, 2023, the Company granted 46,703 RSUs to directors, officers, employees, and consultants of the Company. The RSUs vested immediately on the date of grant. On March 24, 2023, 46,083 of these RSUs were exercised for common shares of the Company and 620 were cancelled.

During the six months ended June 30, 2023, the Company recognized expense for RSUs of $572,492.

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Warrants

6 Months Ended

Jun. 30, 2023

Warrants

Warrants

17. Warrants

Liability measured warrants having CAD exercise price

The following is a summary of liability measured warrants outstanding on June 30, 2023, and changes during the period then ended.

	Amount
	$
Balance at December 31, 2022 and 2021		-
Acquisition of Engine		153,275
Reclassify former GSQ Esports Inc. warrants to warrant liability		1,925,238
Change in fair value		(1,710,878	)
Foreign exchange		(91,091	)
Balance, June 30, 2023		276,544

			Weighted -average
	Number of		exercise price
	warrants		CAD
	#		$
Outstanding, December 31, 2022 and 2021		-		-
Acquisition of Engine		269,601		30.00
Reclassify former GSQ Esports Inc. warrants to warrant liability		927,228		23.72
Expired		-		-
Outstanding as of June 30, 2023		1,196,829		25.13

The following table reflects the liability measured warrants issued and outstanding as of June 30, 2023:

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			CAD	life (years)
July 8, 2024		111,495		30.00		1.02
July 25, 2024		100,406		30.00		1.07
August 8, 2024		57,700		30.00		1.11
February 19, 2024		28,037		29.05		0.64
March 4, 2024		196,614		29.05		0.68
July 22, 2023		438,918		29.05		0.06
July 22, 2024		30,724		19.37		1.06
June 30, 2024		92,829		6.78		1.00
September 30, 2027		123,930		9.68		4.25
June 30, 2024		16,176		6.29		1.00
		1,196,829	$	25.13		0.95

As of June 30, 2023, the fair value of the 1,196,829 warrants outstanding (April 11, 2023 – 1,196,829) was determined to be $276,544 (April 11, 2023 – $2,078,513) as calculated using the Black Scholes option pricing model with the following range of assumptions: 0.06 – 4.25 years (April 11, 2023 – 0.28 – 4.47 years) as expected average life; share price of CAD$4.00 (April 11, 2023 – CAD$8.20); exercise price of CAD$6.29 – CAD$30.00 (April 11, 2023 – CAD$6.29 – CAD$30.00); 90% expected volatility (April 11, 2023 – 90%); risk free interest rate of 3.70% – 5.29% (April 11, 2023 – 3.09% - 4.55%); and an expected dividend yield of 0%.

Equity measured warrants having USD exercise price

The following is a summary of liability measured warrants outstanding on June 30, 2023, and changes during the period then ended.

	Amount
	$
Balance at December 31, 2021		2,287,484
Private placements		140,677
Warrants issued for credit facility		96,359
Warrants expired		(599,282	)
Balance, December 31, 2022		1,925,238
Balance at December 31, 2022		1,925,238
Acquisition of Engine		20,000
Reclass equity warrants to warrant liability		(1,925,238	)
Balance, June 30, 2023		20,000

				Weighted-average
	Number of			exercise price
	warrants			CAD
	#			$
Outstanding, December 31, 2021		953,986			26.14
Private placements		123,930			9.68
Warrants issued for credit facility		109,005			6.78
Warrants expired		(259,693	)		19.37
Outstanding as of December 31, 2022		927,228			23.72
Outstanding, December 31, 2022		927,228			23.72
Reclassify former GSQ Esports Inc. warrants to warrant liability		(927,228	)		23.72
Outstanding as of June 30, 2023		-			-

			Weighted-average
	Number of		exercise price
	warrants		USD
	#		$
Outstanding, December 31, 2022		-		-
Acquisition of Engine		877,891		60.00
Outstanding as of June 30, 2023		877,891		60.00

The following table reflects the equity measured warrants issued and outstanding as of June 30, 2023:

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			USD		life (years)
January 8, 2024		467,196		60.00		0.53
January 22, 2024		130,724		60.00		0.56
February 24, 2024		264,556		60.00		0.65
August 19, 2024		12,499		60.00		1.14
September 15, 2024		2,916		60.00		1.21
		877,891	$	60.00		0.58

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Related party transactions

6 Months Ended

Jun. 30, 2023

Related party transactions

Related Party Transactions

18. Related party transactions

Key management personnel compensation:

	For the three months ended				For the six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	$		$		$		$
Total compensation paid to key management		400,129		255,050		952,713		510,667
Share based payments		-		104,627		182,040		229,205

Credit facility payable

On June 30, 2022, the Company entered into an agreement for a $5 million credit facility (the “Facility”) for a one-year term with Goff & Jones Lending Co, LLC., a related party to the Company by virtue of one of its directors. The Facility matures on June 30, 2023 (the “Maturity Date”). During the three months ended March 31, 2023, the Company accrued $23,266 in interest and $80,133 in legal fees in connection with the Facility. This credit facility was paid off during the quarter ended June 30, 2023, and has not been renewed (see Note 11).

Convertible debenture with a director of the Company as counterparty

On September 1, 2022, Engine extended convertible debentures that were due to expire in October and November 2022 with an aggregate principal amount of US$1,250,000. Key terms include (a) maturity date of August 31, 2025, (b) interest rate of 7% (interest to be paid in full at maturity) and (c) conversion price of $4.40.

The convertible debenture is beneficially held by a director of the Company. The participation of a director in the original issuance of the convertible debenture 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 convertible debenture did 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 Engine, 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 is among the pool of Stubholders.

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Contingencies and commitments

6 Months Ended

Jun. 30, 2023

Contingencies and commitments

Contingencies And Commitments

19. Contingencies and commitments

Management commitments

The Company is party to certain management contracts. These contracts require payments of approximately $600,000 to be made upon the occurrence of a change in control and termination without cause to certain officers of the Company. The Company is also committed to payments upon termination without cause of approximately $1,100,000 pursuant to the terms of these contracts. As a triggering event has not taken place, these amounts have not been recorded in these consolidated financial statements.

Former activities

The Company was previously involved in oil and gas exploration activities in Canada, the United States and Colombia. The Company ceased all direct oil and gas exploration activities in 2014. While management estimated that the exposure to additional liabilities from its former oil and gas activities over and above the reclamation deposits held in trust for the Alberta Energy Regulator of CAD$343,691 ($250,742) to be remote, the outcome of any such contingent matters is inherently uncertain.

Litigation and arbitration

In April 2020, Engine 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 241,666 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 241,666 common shares of the Company to those shareholders. As alternative relief, the shareholders of Allinsports sought up to US$20,000,000 in damages. 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 241,666 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 $730,109, which represents the fair value of the common shares directed to be delivered as of June 30, 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.

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.

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Revenue and segmented information

6 Months Ended

Jun. 30, 2023

Revenue and segmented information

Revenue And Segmented Information

20. Revenue and segmented information

IFRS 8 requires operating segments to be determined based on the Company’s internal reporting to the Chief Operating Decision Maker (“CODM”). The CODM has been determined to be the Company’s chief executive officer as he is primarily responsible for the allocation of resources and the assessment of performance. The CODM uses gross profit, as reviewed at periodic business review meetings, as the key measure of the Company’s results as it reflects the Company’s underlying performance for the period under evaluation.

The CODM’s primary focus for review and resource allocation is the Company as a whole and not any component part of the business. Having considered these factors, management has judged that the Company has one operating segment under IFRS 8.

The following disaggregates revenue by revenue stream and geographic region for the three and six months ended June 30, 2023, and 2022.

Three months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		2,876,908		-		-		2,876,908
Agency Revenue		774,175		1,957,831		-		-		2,732,006
Content production		-		196,326		-		-		196,326
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		774,175		12,802,456		-		662,179		14,238,810
Cost of sales		637,568		9,462,596		-		70,472		10,170,636
Gross profit		136,607		3,339,860		-		591,707		4,068,174
Three months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		2,380,728		-		-		2,380,728
Agency Revenue		1,226,354		2,711,810		-		-		3,938,164
Content production		-		337,000		-		-		337,000
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		1,226,354		5,429,538		-		-		6,655,892
Cost of sales		1,001,932		2,636,799		-		-		3,638,731
Gross profit		224,422		2,792,739		-		-		3,017,161

Six months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		5,037,559		-		-		5,037,559
Agency Revenue		1,408,548		3,918,291		-		-		5,326,839
Content production		-		391,555		-		-		391,555
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		1,408,548		17,118,796		-		662,179		19,189,523
Cost of sales		1,169,414		11,951,960		-		70,472		13,191,846
Gross profit		239,134		5,166,836		-		591,707		5,997,677
Six months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		4,204,242		-		99,848		4,304,090
Agency Revenue		2,494,751		4,437,625		-		-		6,932,376
Content production		-		459,500		-		-		459,500
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		2,494,751		9,101,367		-		99,848		11,695,966
Cost of sales		2,012,566		4,969,087		-		51,951		7,033,604
Gross profit		482,185		4,132,280		-		47,897		4,662,362

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Financial instruments and risk management

6 Months Ended

Jun. 30, 2023

Financial instruments and risk management

21. Financial instruments and risk management

(a) Financial 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.

(b) Credit 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 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.

As of June 30, 2023, no customers (December 31, 2022 – N/A) accounted for greater than 10% of the Company’s net trade accounts receivable balance. During the six months ended June 30, 2023, one (June 30, 2022 – N/A) customer represented 31% of total revenue.

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.

(c) Liquidity 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.

The following table describes our contractual obligations and financial liabilities on June 30, 2023:

	< 1 year		1-2 years		2-5 years
Accounts payable		17,729,367		-		-
Accrued liabilities		6,325,496		-		-
Consideration payable		30,000		-		-
Players liability account		47,465		-		-
Promissory notes payable		481,149		-		-
Convertible debt		5,093,287		-		1,566,804

(d) Market 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, UK pound sterling as well as debt denominated in Canadian dollars.

(e) Fair value hierarchy

The following tables combine information about:

· classes of financial instruments based on their nature and characteristics;

· The carrying amounts of financial instruments;

· fair values of financial instruments (except financial instruments when carrying amount approximates their fair value); and

· fair 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 1: unadjusted quoted prices in active markets for identical assets or liabilities;

■ Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly; or

■ Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		4,249,602
Restricted cash		-		-		-		47,465
Accounts and other receivables		-		-		-		14,115,331
Government remittances		-		-		-		1,146,493
Investment at FVTPL		3,188,749		-		-		-
		3,188,749		-		-		19,558,891

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		17,729,367
Accrued liabilities		-		-		6,325,496
Consideration payable		-		-		30,000
Players liability account		-		-		47,465
Credit facility payable		-		-		-
Promissory notes payable		-		-		481,149
Convertible debt		-		6,660,091		-
		-		6,660,091		24,613,477

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		977,413
Restricted cash		-		-		-		-
Accounts and other receivables		-		-		-		8,331,120
Government remittances		-		-		-		-
Investment at FVTPL		-		-		-		-
		-		-		-		9,308,533

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		4,848,854
Accrued liabilities		-		-		3,180,208
Consideration payable		-		-		260,000
Players liability account		-		-		-
Credit facility payable		-		-		802,328
Promissory notes payable		-		-		-
Convertible debt		-		-		-
		-		-		9,091,390

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 June 30, 2023
	$		$		$		$
Convertible debt		-		-		6,660,091		6,660,091
Investment at FVTPL		-		-		3,188,749		3,188,749

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

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Subsequent events

6 Months Ended

Jun. 30, 2023

Subsequent events

Subsequent Events

22. Subsequent events

The Company has evaluated subsequent events from the balance sheet date through August 14, 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.

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Changes in significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2023

Changes in significant accounting policies

New Accounting Standards

Effective January 1, 2023, the Company adopted the following new accounting standards. Adoption of these standards on January 1, 2023, did not have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 8 – Definition of accounting estimates

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

Amendments to IAS 12 – Deferred Taxes related to Assets and Liabilities arising from a Simple Transaction

Future accounting pronouncements

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

Amendments to IAS 1 – Non-current Liabilities with Covenants

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

Amendments to IAS 8 – Definition of Accounting Estimates

Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements

Amendments to IAS 21 – Lack of Exchangeability

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 on the Company’s financial statements.

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Basis of presentation (Table)

6 Months Ended

Jun. 30, 2023

Schedule of accounts of the Company and its material subsidiaries listed

Name of Subsidiary	Country of Incorporation	Ownership Percentage	Functional Currency
Frankly Inc.	Canada	100%	Canadian Dollar
Stream Hatchet S.L.	Spain	100%	Euro
Code Red Esports Ltd.	United Kingdom	100%	UK Pound Sterling
GameSquare Esports, Inc.	Canada	100%	Canadian Dollar
GameSquare Esports (USA) Inc.  (dba as Fourth Frame Studios)	USA	100%	US Dollar
GCN Inc.	USA	100%	US Dollar
NextGen Tech, LLC	USA	100%	US Dollar
Swingman LLC	USA	100%	US Dollar
Mission Supply LLC	USA	100%	US Dollar
SideQik, Inc.	USA	100%	US Dollar

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Acquisitions (Table)

6 Months Ended

Jun. 30, 2023

Schedule of Purchase Price Consideration Paid

Purchase Price Consideration Paid	#		$
Common shares		6,380,083		39,684,000
Warrants - Equity		877,891		20,000
Options - Vested		237,996		1,210,000
RSUs - Vested		23,339		120,000
		7,519,309		41,034,000

Schedule of fair value of acquired assets and liabilities acquired

Net Assets Acquired
Cash	11,278,691
Restricted cash	47,455
Accounts and other receivables	7,464,661
Government remittances	1,064,103
Prepaid expenses and other current assets	744,699
Investment at FVTPL	3,188,749
Property and equipment	128,823
Goodwill	23,710,499
Intangible - Software	5,400,000
Intangible - Brand name	3,230,000
Intangible - Customer relationships	11,000,000
Right-of-use assets	4,042
Accounts payable	(12,578,714	)
Accrued liabilities	(2,840,322	)
Players liability account	(47,455	)
Deferred revenue	(1,195,429	)
Promissory notes payable	(450,083	)
Warrant liability	(153,275	)
Arbitration reserve	(1,469,753	)
Lease liabilities	(381,358	)
Convertible debt	(7,111,333	)
	41,034,000

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Accounts and other receivables (Table)

6 Months Ended

Jun. 30, 2023

Accounts and other receivables

Summary of Accounts And Other Receivables

	June 30, 2023		December 31, 2022
	$		$
Trade accounts receivable		13,699,444		8,114,542
Insurance receivable		222,296
Tax receivable		114,784		88,874
Other receivables		78,807		127,704
		14,115,331		8,331,120

XML

Property and equipment (Tables)

6 Months Ended

Jun. 30, 2023

Property and equipment

Schedule Of property and equipment

Cost	Equipment			Leasehold improvements			Total
	$			$			$
December 31, 2021		238,988			3,655,734			3,894,722
Additions		31,251			-			31,251
Foreign exchange		(583	)		(115	)		(698	)
December 31, 2022		269,656			3,655,619			3,925,275
December 31, 2022		269,656			3,655,619			3,925,275
Acquisition of Engine		128,823			-			128,823
Additions		-			-			-
Foreign exchange		264			-			264
June 30, 2023		398,743			3,655,619			4,054,362

Accumulated depreciation	Equipment			Leasehold improvements		Total
December 31, 2021		27,434			238,530		265,964
Depreciation		112,938			544,653		657,591
Foreign exchange		(163	)		-		(163	)
December 31 2022		140,209			783,183		923,392
December 31, 2022		140,209			783,183		923,392
Depreciation		67,608			272,326		339,934
Foreign exchange		298			-		298
June 30, 2023		208,115			1,055,509		1,263,624

Net book value	Equipment		Leasehold improvements		Total
December 31, 2022		129,447		2,872,436		3,001,883
June 30, 2023		190,628		2,600,110		2,790,738

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Intangibles and goodwill (Tables)

6 Months Ended

Jun. 30, 2023

Intangibles and goodwill

Schedule Of intangible assets

Cost	Customer relationships			Brand name			Software		Total
	$			$			$		$
December 31, 2021		2,417,937			6,043,981			-		8,461,918
Foreign exchange		(154,602	)		(386,451	)		-		(541,053	)
December 31, 2022		2,263,335			5,657,530			-		7,920,865
December 31, 2022		2,263,335			5,657,530			-		7,920,865
Acquisition of Engine		11,000,000			3,230,000			5,400,000		19,630,000
Foreign exchange		51,968			129,901			-		181,869
June 30, 2023		13,315,303			9,017,431			5,400,000		27,732,734
Accumulated amortization	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2021		417,617			677,860			-		1,095,477
Amortization		471,211			1,177,859			-		1,649,070
Impairment		472,018			229,405			-
Foreign exchange		(45,246	)		(89,696	)		-		(134,942	)
December 31, 2022		1,315,600			1,995,428			-		2,609,605
December 31, 2022		1,315,600			1,995,428			-		3,311,028
Amortization		261,503			596,489			236,712		1,094,704
Foreign exchange		32,991			56,198			-		89,189
June 30, 2023		1,610,094			2,648,115			236,712		4,494,921
Net book value	Customer relationships			Brand name			Software		Total
		$			$			$		$
December 31, 2022		947,735			3,662,102			-		4,609,837
June 30, 2023		11,705,209			6,369,316			5,163,288		23,237,813

Schedule Of Goodwill

Balance, December 31, 2022 and 2021	-
Acquisition of Engine	23,710,499
Effect of foreign exchange	-
Balance, June 30, 2023	23,710,499

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Leases (Tables)

6 Months Ended

Jun. 30, 2023

Leases

Schedule Of right of use assets

	$
December 31, 2021		2,761,961
Depreciation		(376,631	)
December 31, 2022		2,385,330
December 31, 2022		2,385,330
Acqusition of Engine		4,042
Depreciation		(191,347	)
June 30, 2023		2,198,025

Schedule Of Reconciliation Of The Lease Liabilities

	Equipment			Office lease			Total
	$			$			$
Balance, December 31, 2021		-			3,000,031			3,000,031
Interest expense		-			233,793			233,793
Payments		-			(535,147	)		(535,147	)
Balance, December 31, 2022		-			2,698,677			2,698,677
Balance, December 31, 2022		-			2,698,677			2,698,677
Acquisition of Engine		4,400			376,958			381,358
Interest expense		60			107,210			107,270
Payments		(4,460	)		(270,771	)		(275,231	)
Balance, June 30, 2023		-			2,912,074			2,912,074

	Equipment		Office lease		Total
	$		$		$
As of June 30, 2023:
Less than one year		-		729,575		729,575
Greater than one year		-		2,182,499		2,182,499
Total lease obligation		-		2,912,074		2,912,074

Schedule Of Future Minimum Payments Due Under Operating Leases

	Equipment		Office lease		Total
Less than one year		-		950,079		950,079
Greater than one year		-		2,638,072		2,638,072
Total undiscounted lease obligation		-		3,588,151		3,588,151

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Convertible debt (Tables)

6 Months Ended

Jun. 30, 2023

Convertible debt

Schedule Of convertible debt

	2020 Series			EB CD			Total
	$			$			$
Balance, December 31, 2022 and 2021		-			-			-
Acquisition of Engine		2,082,304			5,029,029			7,111,333
Interest expense		19,178			109,589			128,767
Accrued interest on conversion / interest payments		-			(125,000	)		(125,000	)
Change in fair value		(534,678	)		79,669			(455,009	)
Balance, June 30, 2023		1,566,804			5,093,287			6,660,091

Schedule Of convertible debt obligations, Current and nonCurrent

As of June 30, 2023:	$
Less than one year		5,093,287
Greater than one year		1,566,804
Total convertible debt obligation		6,660,091

Schedule Of convertible debentures binomial lattice model

2020 Series	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		4.40			4.40
Term, in years		2.17			2.39
Interest rate		7	%		7	%
Expected volatility		110.00	%		105.00	%
Risk-free interest rate		4.75	%		3.89	%
Expected dividend yield		0	%		0	%

EB CD	June 30, 2023 (US$)			April 11, 2023 (US$)
Share price		3.02			6.09
Conversion price		41.00			41.00
Warrant exercise price		60.00			60.00
Term, in years		0.65			0.87
Interest rate		10	%		10	%
Expected volatility		140.00	%		135.00	%
Risk-free interest rate		5.38	%		4.70	%
Expected dividend yield		0	%		0	%

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Capital Stock (Tables)

6 Months Ended

Jun. 30, 2023

Capital Stock

Schedule Of Capital Stock

	Number of Proportionate Voting Shares		Number of common shares			Share Capital
	#		#			$
Balance, December 31, 2021		-		5,047,708			36,218,116
Conversion from Common to Proportionate Voting Shares		3,098		(309,825	)		-
Private placements		-		413,935			2,215,811
Share issuance costs		-		-			(38,063	)
Balance, June 30, 2022		3,098		5,151,818			38,395,864

	Number of Proportionate Voting Shares			Number of common shares			Share Capital
				#			$
Balance, December 31, 2022		3,098			6,042,445			43,375,158
Conversion from Proportionate Voting Shares to Common		(3,098	)		309,825			-
Impact of rounding down after exchange for GSQ Esports		-			(70	)		-
Contingent consideration on acquisition of Cut+Sew		-			29,359			131,184
Acquisition of Engine		-			6,380,083			39,684,000
Shares issued for legal settlements		-			29,929			183,187
Restricted share units exercised		-			125,148			675,573
Shares issued for debt		-			9,109			66,154
Balance, June 30, 2023		-			12,925,828			84,115,256

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Share based payments (Tables)

6 Months Ended

Jun. 30, 2023

Share based payments

Schedule Of Outstanding Stock Options

				Weighted-average
	Number of			Exercise price
	options			USD
	#			$
Balance, December 31, 2022		-			-
Acquisition of Engine		261,929			5.15
Cancelled		(450	)		2.60
Balance, June 30, 2023		261,479			5.15

				Weighted-average
	Number of			Exercise price
	options			CAD
	#			$
Balance, December 31, 2021		400,331			21.79
Granted		95,013			15.49
Cancelled		(36,680	)		22.27
Balance, December 31, 2022		458,664			20.33
Balance, December 31, 2022		458,664			20.33
Granted		20,655			6.29
Cancelled		(64,031	)		19.29
Balance, June 30, 2023		415,288			19.37

Summarizes Information About Stock Options Exercisable And Outstanding

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		USD		(Years)
August 25, 2025		85		315.95		2.16
February 10, 2026		328		315.95		2.62
May 23, 2026		2		315.95		2.90
June 24, 2026		3,665		2.60		2.99
July 2, 2026		1,122		2.60		3.01
August 20, 2026		250		2.60		3.14
January 31, 2027		375		2.60		3.59
March 3, 2027		250		315.95		3.68
April 12, 2027		25,000		7.20		3.79
August 10, 2027		25,000		3.60		4.12
September 30, 2027		10,750		2.40		4.25
October 1, 2027		5,625		2.48		4.26
October 31, 2027		21,041		2.60		4.34
November 3, 2027		33		315.95		4.35
December 1, 2027		68,123		2.60		4.42
March 31, 2028		11,250		5.40		4.76
May 26, 2029		80,099		3.64		5.91
November 7, 2029		3,311		2.60		6.36
June 14, 2031		2,670		42.13		7.96
November 23, 2031		2,500		39.28		8.41
		261,479		5.15		4.85

	Outstanding		Weighted average exercise price		Weighted average remaining contractual term
Expiry date	options		CAD		(Years)
October 2, 2023		712		29.48		0.26
April 28, 2024		7,229		22.75		0.83
November 25, 2025		19,106		23.24		2.41
January 22, 2026		41,310		21.30		2.57
February 24, 2026		5,164		24.21		2.66
March 2, 2026		10,328		22.75		2.67
March 16, 2026		20,655		21.30		2.71
April 28, 2026		22,721		22.75		2.83
July 5, 2026		47,507		24.69		3.02
September 21, 2026		132,117		21.06		3.23
February 16, 2027		4,131		16.95		3.64
March 1, 2027		21,688		16.95		3.67
March 23, 2027		19,622		16.95		3.73
August 30, 2027		26,593		8.52		4.17
August 30, 2027		6,455		9.68		4.17
September 14, 2027		5,164		6.20		4.21
November 21, 2027		4,131		9.68		4.40
February 22, 2033		20,655		6.29		9.66
		415,288		19.37		3.46

Summary of RSUs outstanding

	Number
	#
Balance, December 31, 2021		108,277
Granted		87,784
Exercised		(68,250	)
Cancelled		-
Balance, December 31, 2022		127,811
Balance, December 31, 2022		127,811
Acquisition of Engine		41,442
Granted		67,358
Exercised		(125,148	)
Cancelled		(620	)
Balance, June 30, 2023		110,843

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Warrants (Tables)

6 Months Ended

Jun. 30, 2023

Warrants

Summary Of Warrants Outstanding

	Amount
	$
Balance at December 31, 2022 and 2021		-
Acquisition of Engine		153,275
Reclassify former GSQ Esports Inc. warrants to warrant liability		1,925,238
Change in fair value		(1,710,878	)
Foreign exchange		(91,091	)
Balance, June 30, 2023		276,544

			Weighted -average
	Number of		exercise price
	warrants		CAD
	#		$
Outstanding, December 31, 2022 and 2021		-		-
Acquisition of Engine		269,601		30.00
Reclassify former GSQ Esports Inc. warrants to warrant liability		927,228		23.72
Expired		-		-
Outstanding as of June 30, 2023		1,196,829		25.13

	Amount
	$
Balance at December 31, 2021		2,287,484
Private placements		140,677
Warrants issued for credit facility		96,359
Warrants expired		(599,282	)
Balance, December 31, 2022		1,925,238
Balance at December 31, 2022		1,925,238
Acquisition of Engine		20,000
Reclass equity warrants to warrant liability		(1,925,238	)
Balance, June 30, 2023		20,000

				Weighted-average
	Number of			exercise price
	warrants			CAD
	#			$
Outstanding, December 31, 2021		953,986			26.14
Private placements		123,930			9.68
Warrants issued for credit facility		109,005			6.78
Warrants expired		(259,693	)		19.37
Outstanding as of December 31, 2022		927,228			23.72
Outstanding, December 31, 2022		927,228			23.72
Reclassify former GSQ Esports Inc. warrants to warrant liability		(927,228	)		23.72
Outstanding as of June 30, 2023		-			-

			Weighted-average
	Number of		exercise price
	warrants		USD
	#		$
Outstanding, December 31, 2022		-		-
Acquisition of Engine		877,891		60.00
Outstanding as of June 30, 2023		877,891		60.00

Summary Of liability measured warrants issued and outstanding

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			CAD	life (years)
July 8, 2024		111,495		30.00		1.02
July 25, 2024		100,406		30.00		1.07
August 8, 2024		57,700		30.00		1.11
February 19, 2024		28,037		29.05		0.64
March 4, 2024		196,614		29.05		0.68
July 22, 2023		438,918		29.05		0.06
July 22, 2024		30,724		19.37		1.06
June 30, 2024		92,829		6.78		1.00
September 30, 2027		123,930		9.68		4.25
June 30, 2024		16,176		6.29		1.00
		1,196,829	$	25.13		0.95

			Warrants outstanding
	Number		Average exercise price		Average remaining contractual
Expiry date	outstanding			USD		life (years)
January 8, 2024		467,196		60.00		0.53
January 22, 2024		130,724		60.00		0.56
February 24, 2024		264,556		60.00		0.65
August 19, 2024		12,499		60.00		1.14
September 15, 2024		2,916		60.00		1.21
		877,891	$	60.00		0.58

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Related Party Transactions (Tables)

6 Months Ended

Jun. 30, 2023

Related party transactions

Schedule Of Key Management Personnel Compensation

	For the three months ended				For the six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	$		$		$		$
Total compensation paid to key management		400,129		255,050		952,713		510,667
Share based payments		-		104,627		182,040		229,205

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Revenue and segmented information (Tables)

6 Months Ended

Jun. 30, 2023

Revenue and segmented information

Schedule Of Geographical Information Of Company Revenue

Three months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		2,876,908		-		-		2,876,908
Agency Revenue		774,175		1,957,831		-		-		2,732,006
Content production		-		196,326		-		-		196,326
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		774,175		12,802,456		-		662,179		14,238,810
Cost of sales		637,568		9,462,596		-		70,472		10,170,636
Gross profit		136,607		3,339,860		-		591,707		4,068,174
Three months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		2,380,728		-		-		2,380,728
Agency Revenue		1,226,354		2,711,810		-		-		3,938,164
Content production		-		337,000		-		-		337,000
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		1,226,354		5,429,538		-		-		6,655,892
Cost of sales		1,001,932		2,636,799		-		-		3,638,731
Gross profit		224,422		2,792,739		-		-		3,017,161

Six months ended June 30, 2023
	United Kingdom		USA		Canada		Spain		Total
Revenue channel	$		$		$		$		$
Team Revenue		-		5,037,559		-		-		5,037,559
Agency Revenue		1,408,548		3,918,291		-		-		5,326,839
Content production		-		391,555		-		-		391,555
SaaS		-		1,648,554		-		662,179		2,310,733
Advertising		-		6,122,837		-		-		6,122,837
Total Revenue		1,408,548		17,118,796		-		662,179		19,189,523
Cost of sales		1,169,414		11,951,960		-		70,472		13,191,846
Gross profit		239,134		5,166,836		-		591,707		5,997,677
Six months ended June 30, 2022
	United Kingdom		USA		Canada		Mexico		Total
Revenue channel		$	$			$	$		$
Team Revenue		-		4,204,242		-		99,848		4,304,090
Agency Revenue		2,494,751		4,437,625		-		-		6,932,376
Content production		-		459,500		-		-		459,500
SaaS		-		-		-		-		-
Advertising		-		-		-		-		-
Total Revenue		2,494,751		9,101,367		-		99,848		11,695,966
Cost of sales		2,012,566		4,969,087		-		51,951		7,033,604
Gross profit		482,185		4,132,280		-		47,897		4,662,362

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Financial instruments and risk management (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Fair Value of Assets and Liabilities

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		4,249,602
Restricted cash		-		-		-		47,465
Accounts and other receivables		-		-		-		14,115,331
Government remittances		-		-		-		1,146,493
Investment at FVTPL		3,188,749		-		-		-
		3,188,749		-		-		19,558,891

Carrying value at June 30, 2023	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		17,729,367
Accrued liabilities		-		-		6,325,496
Consideration payable		-		-		30,000
Players liability account		-		-		47,465
Credit facility payable		-		-		-
Promissory notes payable		-		-		481,149
Convertible debt		-		6,660,091		-
		-		6,660,091		24,613,477

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVOCI - mandatorily measured		FVOCI - designated		Amortized cost
Financial assets:
Cash		-		-		-		977,413
Restricted cash		-		-		-		-
Accounts and other receivables		-		-		-		8,331,120
Government remittances		-		-		-		-
Investment at FVTPL		-		-		-		-
		-		-		-		9,308,533

Carrying value at December31, 2022	FVTPL - mandatorily measured		FVTPL - designated		Amortized cost
Financial liabilities:
Accounts payable		-		-		4,848,854
Accrued liabilities		-		-		3,180,208
Consideration payable		-		-		260,000
Players liability account		-		-		-
Credit facility payable		-		-		802,328
Promissory notes payable		-		-		-
Convertible debt		-		-		-
		-		-		9,091,390

Summary of Financial Instrument Classification

	Level 1		Level 2		Level 3		Fair value as of June 30, 2023
	$		$		$		$
Convertible debt		-		-		6,660,091		6,660,091
Investment at FVTPL		-		-		3,188,749		3,188,749

Schedule Of Contractual Obligations And Financial Liabilities

	< 1 year		1-2 years		2-5 years
Accounts payable		17,729,367		-		-
Accrued liabilities		6,325,496		-		-
Consideration payable		30,000		-		-
Players liability account		47,465		-		-
Promissory notes payable		481,149		-		-
Convertible debt		5,093,287		-		1,566,804

XML

Corporate information and going concern (Details Narrative) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Corporate information and going concern
Cumulative deficit	$ 49,420,017	$ 41,303,530
Working capital deficiency	$ 12,495,043	$ 423,841

XML

Basis of presentation (Details)	6 Months Ended
	Jun. 30, 2023
Frankly Inc. [Member]
Statement [Line Items]
Name of subsidiary	Frankly Inc.
Country of incorporation	Canada
Ownership percentage	100.00%
Functional currency	Canadian Dollar
Stream Hatchet S.L. [Member]
Statement [Line Items]
Name of subsidiary	Stream Hatchet S.L.
Country of incorporation	Spain
Ownership percentage	100.00%
Functional currency	Euro
SideQik, Inc. [Member]
Statement [Line Items]
Name of subsidiary	SideQik, Inc.
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar
Code Red Esports Ltd. [Member]
Statement [Line Items]
Name of subsidiary	Code Red Esports Ltd.
Country of incorporation	United Kingdom
Ownership percentage	100.00%
Functional currency	UK Pound Sterling
GameSquare Esports, Inc. [Member]
Statement [Line Items]
Name of subsidiary	GameSquare Esports, Inc.
Country of incorporation	Canada
Ownership percentage	100.00%
Functional currency	Canadian Dollar
GameSquare Esports (USA) Inc. [Member]
Statement [Line Items]
Name of subsidiary	GameSquare Esports (USA) Inc.
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar
GCN Inc. [Member]
Statement [Line Items]
Name of subsidiary	GCN Inc.
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar
NextGen Tech, LLC [Member]
Statement [Line Items]
Name of subsidiary	NextGen Tech, LLC
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar
Swingman LLC [Member]
Statement [Line Items]
Name of subsidiary	Swingman LLC
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar
Mission Supply LLC [Member]
Statement [Line Items]
Name of subsidiary	Mission Supply LLC
Country of incorporation	USA
Ownership percentage	100.00%
Functional currency	US Dollar

XML

Basis of presentation (Details Narrative) - USD ($)	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement [Line Items]
Professional fees	$ 56,991	$ 80,133	$ 594,670	$ 428,050	$ 987,913
Salaries, consulting and management fees				283,898
Revenue				100,000
Professional fees [Member]
Statement [Line Items]
Professional fees				$ 484,309

XML

Acquisitions (Details)	Apr. 11, 2023 USD ($) shares
Statement [Line Items]
Consideration paid in shares | shares	7,519,309
Fair Value Of Stock Acquired | $	$ 41,034,000
RSUs [member] | GameSquare Esports, Inc. [Member]
Statement [Line Items]
Consideration paid in shares | shares	23,339
Fair Value Of Stock Acquired | $	$ 120,000
Issued capital [member] | GameSquare Esports, Inc. [Member]
Statement [Line Items]
Consideration paid in shares | shares	6,380,083
Fair Value Of Stock Acquired | $	$ 39,684,000
Warrants [member] | GameSquare Esports, Inc. [Member]
Statement [Line Items]
Consideration paid in shares | shares	877,891
Fair Value Of Stock Acquired | $	$ 20,000
Options [member] | GameSquare Esports, Inc. [Member]
Statement [Line Items]
Consideration paid in shares | shares	237,996
Fair Value Of Stock Acquired | $	$ 1,210,000

XML

Acquisitions (Details 1) - USD ($)	Jun. 30, 2023	Apr. 11, 2023	Dec. 31, 2022
Statement [Line Items]
Consideration in total fair value of acquired assets and liabilities	$ 730,109		$ 0
GameSquare Esports, Inc. [Member]
Statement [Line Items]
Consideration in cash		$ 11,278,691
Consideration in accounts and other receivables		7,464,661
Consideration in prepaid expenses and other current assets		744,699
Consideration in investment at FVTPL		3,188,749
Consideration in property and equipment		128,823
Consideration in goodwill		23,710,499
Consideration in intangible - software		5,400,000
Consideration in intangible - brand name		3,230,000
Consideration in intangible customer relationships		11,000,000
Consideration in right-of-use assets		4,042
Consideration in accounts payable		(12,578,714)
Consideration in accrued liabilities		(2,840,322)
Consideration in players liability account		(47,455)
Consideration in deferred revenue		(1,195,429)
Consideration in promissory notes payable		(450,083)
Consideration in warrant liability		(153,275)
Consideration in arbitration reserve		(1,469,753)
Consideration in lease liabilities		(381,358)
Consideration in convertible debt		(7,111,333)
Consideration in government remittances		1,064,103
Consideration in restricted cash		47,455
Consideration in total fair value of acquired assets and liabilities		$ 41,034,000

XML

Acquisitions (Details Narrative) - USD ($)		1 Months Ended	6 Months Ended
	Apr. 11, 2023	Jun. 30, 2023	Jun. 30, 2023
Statement [Line Items]
Revenue			$ 100,000
GameSquare Esports, Inc. [Member]
Statement [Line Items]
Loss attributed	$ 1,687,689	$ 1,687,689
Revenue	$ 8,440,607	$ 8,440,607

XML

Accounts and other receivables (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accounts and other receivables
Trade accounts receivable	$ 13,699,444	$ 8,114,542
Insurance receivable	222,296
Tax receivable	114,784	88,874
Other receivables	78,807	127,704
Total accounts and other receivables	$ 14,115,331	$ 8,331,120

XML

Investment at FVTPL (Details Narrative) - One Up Group, LLC [member]	Jun. 30, 2023 USD ($)
Statement [Line Items]
Percentage of voting equity interests acquired	20.48%
Fair value of this investment	$ 3,188,749

XML

Property and equipment (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Property and equipment, cost, beginning balance	$ 3,925,275	$ 3,894,722
Additions	0	31,251
Acquisition of Engine	128,823
Foreign exchange	264	(698)
Property and equipment, cost, ending balance	4,054,362	3,925,275
Accumulated depreciation, beginning balance	923,392	265,964
Depreciation	339,934	657,591
Foreign Exchange assets	298	(163)
Accumulated depreciation, ending balance	1,263,624	923,392
Property and equipment, net book value	2,790,738	3,001,883
Leasehold improvements [member]
Statement [Line Items]
Property and equipment, cost, beginning balance	3,655,619	3,655,734
Additions	0	0
Acquisition of Engine	0
Foreign exchange	0	(115)
Property and equipment, cost, ending balance	3,655,619	3,655,619
Accumulated depreciation, beginning balance	783,183	238,530
Depreciation	272,326	544,653
Foreign Exchange assets	0	0
Accumulated depreciation, ending balance	1,055,509	783,183
Property and equipment, net book value	2,600,110	2,872,436
Computer equipment [member]
Statement [Line Items]
Property and equipment, cost, beginning balance	269,656	238,988
Additions	0	31,251
Acquisition of Engine	128,823
Foreign exchange	264	(583)
Property and equipment, cost, ending balance	398,743	269,656
Accumulated depreciation, beginning balance	140,209	27,434
Depreciation	67,608	112,938
Foreign Exchange assets	298	(163)
Accumulated depreciation, ending balance	208,115	140,209
Property and equipment, net book value	$ 190,628	$ 129,447

XML

Intangibles and goodwill (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Intangible assets other than goodwill	$ 23,237,813	$ 4,609,837
Intangible assets, Cost, Beginning balance	7,920,865	8,461,918
Acquisition of Engine	19,630,000
Foreign exchange	181,869	541,053
Intangible assets, Cost, Ending balance	27,732,734	7,920,865
Intangible assets, Accumulated amortization, Beginning balance	2,609,605
Intangible assets, Accumulated amortization, Beginning balance	3,311,028	1,095,477
Amortization	1,094,704	1,649,070
Foreign exchange intangibles	89,189	(134,942)
Intangible assets, Accumulated amortization, Ending balance	4,494,921	2,609,605
Software [member]
Statement [Line Items]
Intangible assets other than goodwill	5,163,288	0
Intangible assets, Cost, Beginning balance	0	0
Acquisition of Engine	5,400,000
Foreign exchange	0	0
Intangible assets, Cost, Ending balance	5,400,000	0
Intangible assets, Accumulated amortization, Beginning balance	0	0
Amortization	236,712	0
Impairment		0
Foreign exchange intangibles	0	0
Intangible assets, Accumulated amortization, Ending balance	236,712	0
Brand name [Member]
Statement [Line Items]
Intangible assets other than goodwill	6,369,316	3,662,102
Intangible assets, Cost, Beginning balance	5,657,530	6,043,981
Acquisition of Engine	3,230,000
Foreign exchange	129,901	(386,451)
Intangible assets, Cost, Ending balance	9,017,431	5,657,530
Intangible assets, Accumulated amortization, Beginning balance	1,995,428	677,860
Amortization	596,489	1,177,859
Impairment		229,405
Foreign exchange intangibles	56,198	(89,696)
Intangible assets, Accumulated amortization, Ending balance	2,648,115	1,995,428
Customer relationships [Member]
Statement [Line Items]
Intangible assets other than goodwill	11,705,209	947,735
Intangible assets, Cost, Beginning balance	2,263,335	2,417,937
Acquisition of Engine	11,000,000
Foreign exchange	51,968	(154,602)
Intangible assets, Cost, Ending balance	13,315,303	2,263,335
Intangible assets, Accumulated amortization, Beginning balance	1,315,600	417,617
Amortization	261,503	471,211
Impairment		472,018
Foreign exchange intangibles	32,991	(45,246)
Intangible assets, Accumulated amortization, Ending balance	$ 1,610,094	$ 1,315,600

XML

Intangibles and goodwill (Details 1)	6 Months Ended
	Jun. 30, 2023 USD ($)
Intangibles and goodwill
Beginning of year Balance	$ 0
Acquisition of Engine	23,710,499
Effect of foreign exchange	0
Ending of year Balance	$ 23,710,499

XML

Intangibles and goodwill (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($)
Intangibles and goodwill
Impairment of intangible assets acquired	$ 701,423

XML

Credit facility payable (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2023	Dec. 31, 2022
Credit facility payable
Credit facility	$ 5,000,000
Maturity Date	Jun. 30, 2023
Accrued interest amount		$ 23,266
Principal amount		0	$ 802,328
Incurred legal costs		$ 80,133

XML

Leases (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Leases
Balance, beginnng of year	$ 2,385,330	$ 2,761,961
Acqusition of Engine	4,042
Depreciation	(191,347)	(376,631)
Balance, end of year	$ 2,198,025	$ 2,385,330

XML

Leases (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Lease liabilities, balance	$ 2,698,677	$ 3,000,031
Acquisition of Engine	381,358
Interest expenses	107,270	233,793
Payments	(275,231)	(535,147)
Lease liabilities, ending balance	2,912,074	2,698,677
Equipments [Member]
Statement [Line Items]
Lease liabilities, balance	0	0
Acquisition of Engine	4,400
Interest expenses	60	0
Payments	(4,460)	0
Lease liabilities, ending balance	0	0
Office Lease [Member]
Statement [Line Items]
Lease liabilities, balance	2,698,677	3,000,031
Acquisition of Engine	376,958
Interest expenses	107,210	233,793
Payments	(270,771)	(535,147)
Lease liabilities, ending balance	$ 2,912,074	$ 2,698,677

XML

Leases (Details 2) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement [Line Items]
Total lease obligation	$ 2,912,074	$ 2,698,677	$ 3,000,031
Less than one year [member]
Statement [Line Items]
Total lease obligation	729,575
Greater than one year [member]
Statement [Line Items]
Total lease obligation	2,182,499
Equipments [Member]
Statement [Line Items]
Total lease obligation	0	0	0
Equipments [Member] | Less than one year [member]
Statement [Line Items]
Total lease obligation	0
Equipments [Member] | Greater than one year [member]
Statement [Line Items]
Total lease obligation	0
Office Lease [Member]
Statement [Line Items]
Total lease obligation	2,912,074	$ 2,698,677	$ 3,000,031
Office Lease [Member] | Less than one year [member]
Statement [Line Items]
Total lease obligation	729,575
Office Lease [Member] | Greater than one year [member]
Statement [Line Items]
Total lease obligation	$ 2,182,499

XML

Leases (Details 3)	Jun. 30, 2023 USD ($)
Statement [Line Items]
Total undiscounted lease obligation	$ 3,588,151
Less than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	950,079
Greater than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	2,638,072
Equipments [Member]
Statement [Line Items]
Total undiscounted lease obligation	0
Equipments [Member] | Less than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	0
Equipments [Member] | Greater than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	0
Office Lease [Member]
Statement [Line Items]
Total undiscounted lease obligation	3,588,151
Office Lease [Member] | Less than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	950,079
Office Lease [Member] | Greater than one year [member]
Statement [Line Items]
Total undiscounted lease obligation	$ 2,638,072

XML

Promissory note payable (Details Narrative)	Jun. 30, 2023 USD ($)
Promissory note payable
Percentage promissory note purchased	8.00%
Promissory note	$ 481,149

XML

Convertible Debt (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Statement [Line Items]
Total convertible debt obligation beginning balance	$ 0
Acquisition of Engine	7,111,333
Interest expense	128,767
Accrued interest on conversion / interest payments	(125,000)
Change in fair value	(455,009)
Total convertible debt obligation ending balance	6,660,091
2020 series convertible debentures [member]
Statement [Line Items]
Total convertible debt obligation beginning balance	0
Acquisition of Engine	2,082,304
Interest expense	19,178
Accrued interest on conversion / interest payments	0
Change in fair value	(534,678)
Total convertible debt obligation ending balance	1,566,804
EB CD [member]
Statement [Line Items]
Total convertible debt obligation beginning balance	0
Acquisition of Engine	5,029,029
Interest expense	109,589
Accrued interest on conversion / interest payments	(125,000)
Change in fair value	(79,669)
Total convertible debt obligation ending balance	$ 5,093,287

XML

Convertible Debt (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Total convertible debt obligation	$ 6,660,091	$ 0
Convertible [member]
Statement [Line Items]
Greater than one year	1,566,804
Less than one year	5,093,287
Total convertible debt obligation	$ 6,660,091

XML

Convertible Debt (Details 2) - $ / shares	5 Months Ended	6 Months Ended
	Apr. 11, 2023	Jun. 30, 2023	Apr. 11, 2023
EB CD [member]
Statement [Line Items]
Conversion price	$ 41.00	$ 41.00	$ 41.00
Share price	$ 6.09	$ 3.02
Risk-free interest rate	4.70%	5.38%
Expected dividend yield	0.00%	0.00%
Expected term	10 months 13 days	7 months 24 days
Interest rate	10.00%	10.00%	10.00%
Warrant exercise price	$ 60.00	$ 60.00
Expected volatility	135.00%	140.00%
Convertible [member]
Statement [Line Items]
Conversion price	$ 4.40	$ 4.40	$ 4.40
Share price	$ 6.09	$ 3.02	$ 6.09
Risk-free interest rate	3.89%	4.75%
Expected dividend yield	0.00%	0.00%	0.00%
Expected term	2 years 4 months 20 days	2 years 2 months 1 day
Interest rate	7.00%	7.00%	7.00%
Expected volatility	105.00%	110.00%

XML

Convertible Debt (Details 3) - Convertible [member] - $ / shares	5 Months Ended	6 Months Ended
	Apr. 11, 2023	Jun. 30, 2023	Apr. 11, 2023
Statement [Line Items]
Share price	$ 6.09	$ 3.02	$ 6.09
Risk-free interest rate	3.89%	4.75%
Expected dividend yield	0.00%	0.00%	0.00%
Discount for lack of marketability		0.00%	0.00%
Bottom of range [member]
Statement [Line Items]
Risk-free interest rate		4.75%	3.89%
Credit spread		5.84%	7.92%
Top of range [member]
Statement [Line Items]
Risk-free interest rate		5.38%	4.70%
Credit spread		7.86%	10.27%

XML

Convertible Debt (Details Narrative)) - USD ($)	5 Months Ended	6 Months Ended
	Apr. 11, 2023	Jun. 30, 2023	Apr. 11, 2023
EB CD [member]
Statement [Line Items]
Conversion price	$ 41.00	$ 41.00	$ 41.00
Share price	$ 6.09	$ 3.02
Risk-free interest rate	4.70%	5.38%
Expected dividend yield	0.00%	0.00%
Expected term	10 months 13 days	7 months 24 days
Expected term		3 years
Interest rate	10.00%	10.00%	10.00%
Warrant exercise price	$ 60.00	$ 60.00
Convertible [member]
Statement [Line Items]
Conversion price	4.40	4.40	$ 4.40
Share price	$ 6.09	$ 3.02	$ 6.09
Principal amount		$ 1,250,000
Risk-free interest rate	3.89%	4.75%
Expected dividend yield	0.00%	0.00%	0.00%
Expected term	2 years 4 months 20 days	2 years 2 months 1 day
Interest rate	7.00%	7.00%	7.00%
Expected volatility		110.00%

XML

CAPITAL STOCK (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2023 USD ($) shares	Jun. 30, 2023 CAD ($) shares	Jun. 30, 2022 USD ($) shares	Jun. 30, 2022 CAD ($) shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Statement [Line Items]
Balance, amount	$ 38,831,361	$ 14,179,761	$ 38,831,361		$ 14,179,761		$ 7,155,665	$ 17,645,242
Share Issue Costs	$ (1,013,672)	$ 0	(1,497,981)		$ 0
Impact of rounding down after exchange for GSQ Esports amount			$ 0
Number of Proportionate Voting Shares
Statement [Line Items]
Balance, Shares | shares			3,098	3,098	0	0
Conversion from Common to Proportionate Voting amount					$ 0
Conversion from Common to Proportionate Voting Shares | shares			3,098	3,098	3,098	3,098
Balances, Shares | shares	0	3,098	0	0	3,098	3,098
Number of Common Shares
Statement [Line Items]
Balance, Shares | shares			6,042,445	6,042,445	5,047,708	5,047,708
Balance, amount							$ 43,375,158	$ 36,218,116
Private Placements, Shares | shares					413,935	413,935
Private Placements, Amount						$ 2,215,811
Contingent consideration on acquisition of Cut+Sew amount			$ 131,184
Contingent consideration on acquisition of Cut+Sew (Note 11) | shares			29,359	29,359
Share Issue Costs			$ 0			$ 38,063
Acquisition of Engine shares | shares			6,380,083	6,380,083
Acquisition of Engine amount				$ 39,684,000
Shares issued for debt amount				$ 66,154
Share Issue Costs shares | shares					0	0
Restricted share units exercised Shares | shares			125,148	125,148
Restricted share units exercised amount			$ 675,573
Shares issued for legal settlements amount				$ 183,187
Shares issued for legal settlements shares | shares			29,929	29,929
Conversion from Common to Proportionate Voting amount			$ 0		$ 0
Impact of rounding down after exchange for GSQ Esports amount			$ (70)
Conversion from Common to Proportionate Voting Shares | shares			309,825	309,825	(309,825)	(309,825)
Balances, Shares | shares	12,925,828	5,151,818	12,925,828	12,925,828	5,151,818	5,151,818
Balances, amount	$ 84,115,256	$ 38,395,864	$ 84,115,256		$ 38,395,864

XML

CAPITAL STOCK (Details Narrative) - USD ($)	1 Months Ended
	May 30, 2022	Jun. 30, 2023	Apr. 11, 2023	Apr. 10, 2023	Apr. 03, 2023	Mar. 24, 2023	Mar. 10, 2023	Jun. 23, 2022
Statement [Line Items]
Options Exercised, Shares		125,148				9,109	29,359
Aggregate common stock shares issued shares				29,929
Common stock shares issued			6,380,083
Convertible common shares stock					309,825			3,098
Outstanding amounts payable						$ 66,154
Non-Brokered Private Placement
Statement [Line Items]
Units Issued	413,935							309,825
Price Per Unit	$ 6.78
Gross Proceeds From Issuance Of Units	$ 2,215,811
Legal And Other Expenses	$ 38,063

XML

SHARE BASED PAYMENTS (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2022 $ / shares
Share based payments
Balance, Number Of Stock Options	0
Cancelled	450
Acquisition of Engine | $	$ 261,929
Balance, Number Of Stock Options	261,479		0	0
Balance, Weighted Average Exercise Price | (per share)	$ 20.33	$ 20.33	$ 21.79
Cancelled, Weighted Average Exercise Price | (per share)	2.60	19.29	22.27
Acquisition of EngineWeighted Average Exercise Price | $ / shares	5.15
Balance, Weighted Average Exercise Price | (per share)	$ 5.15	$ 19.37	$ 20.33	$ 20.33

XML

SHARE BASED PAYMENTS (Details 1)	6 Months Ended		12 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares	Dec. 31, 2022 $ / shares	Dec. 31, 2022 $ / shares
Share based payments
Balance, Number Of Stock Options	458,664	458,664	400,331	400,331
Granted	20,655	20,655	95,013	95,013
Cancelled	(64,031)	(64,031)	(36,680)	(36,680)
Balance, Number Of Stock Options	415,288	415,288	458,664	458,664
Balance, Weighted Average Exercise Price | (per share)	$ 20.33	$ 20.33	$ 21.79
Granted, Weighted Average Exercise Price | (per share)		6.29	15.49
Cancelled, Weighted Average Exercise Price | (per share)	2.60	19.29	22.27
Balance, Weighted Average Exercise Price | (per share)	$ 5.15	$ 19.37	$ 20.33	$ 20.33

XML

SHARE BASED PAYMENTS (Details 2)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Statement [Line Items]
Options Outstanding | shares	261,479
Weighted Average Remaining Life In Years	4 years 10 months 6 days
Exercise Price | $ / shares	$ 5.15
Exercise Price Range 1 [Member]
Statement [Line Items]
Options Outstanding | shares	85
Weighted Average Remaining Life In Years	2 years 1 month 28 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Aug. 25, 2025
Exercise Price Range 2 [Member]
Statement [Line Items]
Options Outstanding | shares	328
Weighted Average Remaining Life In Years	2 years 7 months 13 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Feb. 10, 2026
Exercise Price Range 3 [Member]
Statement [Line Items]
Options Outstanding | shares	2
Weighted Average Remaining Life In Years	2 years 10 months 24 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	May 23, 2026
Exercise Price Range 4 [Member]
Statement [Line Items]
Options Outstanding | shares	3,665
Weighted Average Remaining Life In Years	2 years 11 months 26 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jun. 24, 2026
Exercise Price Range 5 [Member]
Statement [Line Items]
Options Outstanding | shares	1,122
Weighted Average Remaining Life In Years	3 years 3 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jul. 02, 2026
Exercise Price Range 6 [Member]
Statement [Line Items]
Options Outstanding | shares	250
Weighted Average Remaining Life In Years	3 years 1 month 20 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Aug. 20, 2026
Exercise Price Range 7 [Member]
Statement [Line Items]
Options Outstanding | shares	375
Weighted Average Remaining Life In Years	3 years 7 months 2 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jan. 31, 2027
Exercise Price Range 8 [Member]
Statement [Line Items]
Options Outstanding | shares	250
Weighted Average Remaining Life In Years	3 years 8 months 4 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Mar. 03, 2027
Exercise Price Range 9 [Member]
Statement [Line Items]
Options Outstanding | shares	25,000
Weighted Average Remaining Life In Years	3 years 9 months 14 days
Exercise Price | $ / shares	$ 7.20
Expiry Date	Apr. 12, 2027
Exercise Price Range 10 [Member]
Statement [Line Items]
Options Outstanding | shares	25,000
Weighted Average Remaining Life In Years	4 years 1 month 13 days
Exercise Price | $ / shares	$ 3.60
Expiry Date	Aug. 10, 2027
Exercise Price Range 11 [Member]
Statement [Line Items]
Options Outstanding | shares	10,750
Weighted Average Remaining Life In Years	4 years 3 months
Exercise Price | $ / shares	$ 2.40
Expiry Date	Sep. 30, 2027
Exercise Price Range 12 [Member]
Statement [Line Items]
Options Outstanding | shares	5,625
Weighted Average Remaining Life In Years	4 years 3 months 3 days
Exercise Price | $ / shares	$ 2.48
Expiry Date	Oct. 01, 2027
Exercise Price Range 13 [Member]
Statement [Line Items]
Options Outstanding | shares	21,041
Weighted Average Remaining Life In Years	4 years 4 months 2 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Oct. 31, 2027
Exercise Price Range 14 [Member]
Statement [Line Items]
Options Outstanding | shares	33
Weighted Average Remaining Life In Years	4 years 4 months 6 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Nov. 03, 2027
Exercise Price Range 15 [Member]
Statement [Line Items]
Options Outstanding | shares	68,123
Weighted Average Remaining Life In Years	4 years 5 months 1 day
Exercise Price | $ / shares	$ 2.60
Expiry Date	Dec. 01, 2027
Exercise Price Range 16 [Member]
Statement [Line Items]
Options Outstanding | shares	11,250
Weighted Average Remaining Life In Years	4 years 9 months 3 days
Exercise Price | $ / shares	$ 5.40
Expiry Date	Mar. 31, 2028
Exercise Price Range 17 [Member]
Statement [Line Items]
Options Outstanding | shares	80,099
Weighted Average Remaining Life In Years	5 years 10 months 28 days
Exercise Price | $ / shares	$ 3.64
Expiry Date	May 26, 2029
Exercise Price Range 18 [Member]
Statement [Line Items]
Options Outstanding | shares	3,311
Weighted Average Remaining Life In Years	6 years 4 months 9 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Nov. 07, 2029
Exercise Price Range 19 [Member]
Statement [Line Items]
Options Outstanding | shares	2,670
Weighted Average Remaining Life In Years	7 years 11 months 15 days
Exercise Price | $ / shares	$ 42.13
Expiry Date	Jun. 14, 2031
Exercise Price Range 20 [Member]
Statement [Line Items]
Options Outstanding | shares	2,500
Weighted Average Remaining Life In Years	8 years 4 months 28 days
Exercise Price | $ / shares	$ 39.28
Expiry Date	Nov. 23, 2031

XML

SHARE BASED PAYMENTS (Details 3)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Statement [Line Items]
Options Outstanding | shares	261,479
Weighted Average Remaining Life In Years	4 years 10 months 6 days
Exercise Price | $ / shares	$ 5.15
Exercise Price Range 1 [Member]
Statement [Line Items]
Options Outstanding | shares	85
Weighted Average Remaining Life In Years	2 years 1 month 28 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Aug. 25, 2025
Exercise Price Range 2 [Member]
Statement [Line Items]
Options Outstanding | shares	328
Weighted Average Remaining Life In Years	2 years 7 months 13 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Feb. 10, 2026
Exercise Price Range 3 [Member]
Statement [Line Items]
Options Outstanding | shares	2
Weighted Average Remaining Life In Years	2 years 10 months 24 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	May 23, 2026
Exercise Price Range 4 [Member]
Statement [Line Items]
Options Outstanding | shares	3,665
Weighted Average Remaining Life In Years	2 years 11 months 26 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jun. 24, 2026
Exercise Price Range 5 [Member]
Statement [Line Items]
Options Outstanding | shares	1,122
Weighted Average Remaining Life In Years	3 years 3 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jul. 02, 2026
Exercise Price Range 6 [Member]
Statement [Line Items]
Options Outstanding | shares	250
Weighted Average Remaining Life In Years	3 years 1 month 20 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Aug. 20, 2026
Exercise Price Range 7 [Member]
Statement [Line Items]
Options Outstanding | shares	375
Weighted Average Remaining Life In Years	3 years 7 months 2 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Jan. 31, 2027
Exercise Price Range 8 [Member]
Statement [Line Items]
Options Outstanding | shares	250
Weighted Average Remaining Life In Years	3 years 8 months 4 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Mar. 03, 2027
Exercise Price Range 9 [Member]
Statement [Line Items]
Options Outstanding | shares	25,000
Weighted Average Remaining Life In Years	3 years 9 months 14 days
Exercise Price | $ / shares	$ 7.20
Expiry Date	Apr. 12, 2027
Exercise Price Range 10 [Member]
Statement [Line Items]
Options Outstanding | shares	25,000
Weighted Average Remaining Life In Years	4 years 1 month 13 days
Exercise Price | $ / shares	$ 3.60
Expiry Date	Aug. 10, 2027
Exercise Price Range 11 [Member]
Statement [Line Items]
Options Outstanding | shares	10,750
Weighted Average Remaining Life In Years	4 years 3 months
Exercise Price | $ / shares	$ 2.40
Expiry Date	Sep. 30, 2027
Exercise Price Range 12 [Member]
Statement [Line Items]
Options Outstanding | shares	5,625
Weighted Average Remaining Life In Years	4 years 3 months 3 days
Exercise Price | $ / shares	$ 2.48
Expiry Date	Oct. 01, 2027
Exercise Price Range 13 [Member]
Statement [Line Items]
Options Outstanding | shares	21,041
Weighted Average Remaining Life In Years	4 years 4 months 2 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Oct. 31, 2027
Exercise Price Range 14 [Member]
Statement [Line Items]
Options Outstanding | shares	33
Weighted Average Remaining Life In Years	4 years 4 months 6 days
Exercise Price | $ / shares	$ 315.95
Expiry Date	Nov. 03, 2027
Exercise Price Range 15 [Member]
Statement [Line Items]
Options Outstanding | shares	68,123
Weighted Average Remaining Life In Years	4 years 5 months 1 day
Exercise Price | $ / shares	$ 2.60
Expiry Date	Dec. 01, 2027
Exercise Price Range 16 [Member]
Statement [Line Items]
Options Outstanding | shares	11,250
Weighted Average Remaining Life In Years	4 years 9 months 3 days
Exercise Price | $ / shares	$ 5.40
Expiry Date	Mar. 31, 2028
Exercise Price Range 17 [Member]
Statement [Line Items]
Options Outstanding | shares	80,099
Weighted Average Remaining Life In Years	5 years 10 months 28 days
Exercise Price | $ / shares	$ 3.64
Expiry Date	May 26, 2029
Exercise Price Range 18 [Member]
Statement [Line Items]
Options Outstanding | shares	3,311
Weighted Average Remaining Life In Years	6 years 4 months 9 days
Exercise Price | $ / shares	$ 2.60
Expiry Date	Nov. 07, 2029
Warrant And Option [Member] | Exercise Price Range 1 [Member]
Statement [Line Items]
Options Outstanding | shares	712
Weighted Average Remaining Life In Years	3 months 3 days
Exercise Price | $ / shares	$ 29.48
Expiry Date	Oct. 02, 2023
Warrant And Option [Member] | Exercise Price Range [Member]
Statement [Line Items]
Options Outstanding | shares	415,288
Weighted Average Remaining Life In Years	3 years 5 months 15 days
Exercise Price | $ / shares	$ 19.37
Warrant And Option [Member] | Exercise Price Range 2 [Member]
Statement [Line Items]
Options Outstanding | shares	7,229
Weighted Average Remaining Life In Years	9 months 29 days
Exercise Price | $ / shares	$ 22.75
Expiry Date	Apr. 28, 2024
Warrant And Option [Member] | Exercise Price Range 3 [Member]
Statement [Line Items]
Options Outstanding | shares	19,106
Weighted Average Remaining Life In Years	2 years 4 months 28 days
Exercise Price | $ / shares	$ 23.24
Expiry Date	Nov. 25, 2025
Warrant And Option [Member] | Exercise Price Range 4 [Member]
Statement [Line Items]
Options Outstanding | shares	41,310
Weighted Average Remaining Life In Years	2 years 6 months 25 days
Exercise Price | $ / shares	$ 21.30
Expiry Date	Jan. 22, 2026
Warrant And Option [Member] | Exercise Price Range 5 [Member]
Statement [Line Items]
Options Outstanding | shares	5,164
Weighted Average Remaining Life In Years	2 years 7 months 28 days
Exercise Price | $ / shares	$ 24.21
Expiry Date	Feb. 24, 2026
Warrant And Option [Member] | Exercise Price Range 6 [Member]
Statement [Line Items]
Options Outstanding | shares	10,328
Weighted Average Remaining Life In Years	2 years 8 months 1 day
Exercise Price | $ / shares	$ 22.75
Expiry Date	Mar. 02, 2026
Warrant And Option [Member] | Exercise Price Range 7 [Member]
Statement [Line Items]
Options Outstanding | shares	20,655
Weighted Average Remaining Life In Years	2 years 8 months 15 days
Exercise Price | $ / shares	$ 21.30
Expiry Date	Mar. 16, 2026
Warrant And Option [Member] | Exercise Price Range 8 [Member]
Statement [Line Items]
Options Outstanding | shares	22,721
Weighted Average Remaining Life In Years	2 years 9 months 29 days
Exercise Price | $ / shares	$ 22.75
Expiry Date	Apr. 28, 2026
Warrant And Option [Member] | Exercise Price Range 9 [Member]
Statement [Line Items]
Options Outstanding | shares	47,507
Weighted Average Remaining Life In Years	3 years 7 days
Exercise Price | $ / shares	$ 24.69
Expiry Date	Jul. 05, 2026
Warrant And Option [Member] | Exercise Price Range 10 [Member]
Statement [Line Items]
Options Outstanding | shares	132,117
Weighted Average Remaining Life In Years	3 years 2 months 23 days
Exercise Price | $ / shares	$ 21.06
Expiry Date	Sep. 21, 2026
Warrant And Option [Member] | Exercise Price Range 11 [Member]
Statement [Line Items]
Options Outstanding | shares	4,131
Weighted Average Remaining Life In Years	3 years 7 months 20 days
Exercise Price | $ / shares	$ 16.95
Expiry Date	Feb. 16, 2027
Warrant And Option [Member] | Exercise Price Range 12 [Member]
Statement [Line Items]
Options Outstanding | shares	21,688
Weighted Average Remaining Life In Years	3 years 8 months 1 day
Exercise Price | $ / shares	$ 16.95
Expiry Date	Mar. 01, 2027
Warrant And Option [Member] | Exercise Price Range 13 [Member]
Statement [Line Items]
Options Outstanding | shares	19,622
Weighted Average Remaining Life In Years	3 years 8 months 23 days
Exercise Price | $ / shares	$ 16.95
Expiry Date	Mar. 23, 2027
Warrant And Option [Member] | Exercise Price Range 14 [Member]
Statement [Line Items]
Options Outstanding | shares	26,593
Weighted Average Remaining Life In Years	4 years 2 months 1 day
Exercise Price | $ / shares	$ 8.52
Expiry Date	Aug. 30, 2027
Warrant And Option [Member] | Exercise Price Range 15 [Member]
Statement [Line Items]
Options Outstanding | shares	6,455
Weighted Average Remaining Life In Years	4 years 2 months 1 day
Exercise Price | $ / shares	$ 9.68
Expiry Date	Aug. 30, 2027
Warrant And Option [Member] | Exercise Price Range 16 [Member]
Statement [Line Items]
Options Outstanding | shares	5,164
Weighted Average Remaining Life In Years	4 years 2 months 15 days
Exercise Price | $ / shares	$ 6.20
Expiry Date	Sep. 14, 2027
Warrant And Option [Member] | Exercise Price Range 17 [Member]
Statement [Line Items]
Options Outstanding | shares	4,131
Weighted Average Remaining Life In Years	4 years 4 months 24 days
Exercise Price | $ / shares	$ 9.68
Expiry Date	Nov. 21, 2027
Warrant And Option [Member] | Exercise Price Range 18 [Member]
Statement [Line Items]
Options Outstanding | shares	20,655
Weighted Average Remaining Life In Years	9 years 7 months 28 days
Exercise Price | $ / shares	$ 6.29
Expiry Date	Feb. 22, 2033

XML

SHARE BASED PAYMENTS (Details 4)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Share based payments
RSUs Balance, Number Of Stock Options	127,811	108,277
RSUs cancelled	620	0
RSUs granted	67,358	87,784
RSUs Acquisition of Engine	41,442
RSUs exercised	(125,148)	(68,250)
RSUs Balance, Number Of Stock Options	110,843	127,811

XML

SHARE BASED PAYMENTS (Details Narrative)	1 Months Ended	6 Months Ended
	Feb. 22, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) shares	Mar. 24, 2023 shares	Mar. 10, 2023 shares	Feb. 22, 2023 $ / shares
Statement [Line Items]
Estimated Life	10 years
Risk Free Interest Rate	3.37%
Expected Volatility	66.72%
Expected Dividend Yield	0.00%
Number Of Options Granted	20,655
Options Exrecisable Price | $ / shares					$ 6.29
Fair Market Value Of Options | $	$ 72,541
Weighted Average Share Price | $ / shares	$ 6.29
Share Based Compensation | $		$ 309,893
Number Of Share Vested	5,164
Restricted Stock Units RSU [Member]
Statement [Line Items]
Number Of Options Granted	20,655			46,703
Number Of Share exercised			46,083
Number Of Share cancelled			620
Number Of Share Vested	5,164
Recognized expense | $		$ 572,492
Aggregate issuance of common stock		1,067,147

XML

Related party transactions (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related party transactions
Total compensation paid to key management	$ 400,129	$ 255,050	$ 952,713	$ 510,667
Share based payments	$ 0	$ 104,627	$ 182,040	$ 229,205

XML

Related party transactions (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended			6 Months Ended
	Sep. 01, 2022	Jun. 30, 2022	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Mar. 09, 2020
Statement [Line Items]
Description of debt instrument expiration period	convertible debentures that were due to expire in October and November 2022
Legal fees			$ 56,991	$ 80,133	$ 594,670	$ 428,050	$ 987,913
Accrued interest				$ 23,266
Debt instrument principal amount	$ 1,250,000
Debt instrument, annual interest rate	7.00%
Debt instrument conversion price per share	$ 4.40
Credit risk [member]
Statement [Line Items]
Proceed from related party		$ 5,000,000
Business combination agreement [member]
Statement [Line Items]
License fees percent								50.00%

XML

Warrants (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Warrants
Balance at December 31, 2022 and 2021	$ 0
Acquisition of Engine	153,275
Reclassify former GSQ Esports Inc. warrants to warrant liability	1,925,238
Change in fair value	(1,710,878)
Foreign exchange	(91,091)
Balance, June 30, 2023	$ 276,544

XML

Warrants (Details 1) - Liability warrants [member]	6 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2023 $ / shares
Statement [Line Items]
Number of warrants, outstanding, beginning balance	0	0
Nmber of warrant, Acquisition of Engine	269,601	269,601
Number of warrant, Reclassify former GSQ Esports Inc. warrants to warrant liability	927,228	927,228
Number of warrants, expired	0	0
Number of warrants, outstanding, ending balance	1,196,829	1,196,829
Weighted average exercise price, outstanding, beginning balance	$ 0
Wheighted average exercise price, Acquisition of Engine		$ 30.00
Weighted average exercise price, Reclassify former GSQ Esports Inc. warrants to warrant liability		23.72
Weighted average exercise price, expired	$ 0
Weighted average exercise price, outstanding, ending balance		$ 25.13

XML

Warrants (Details 2)	6 Months Ended
	Jun. 30, 2023 $ / shares
Warrant one [member]
Statement [Line Items]
Warrants expiry date	Jul. 08, 2024
Number of warrants, outstanding	111,495
Weighted average exercise price, outstanding, beginning balance	$ 30.00
Warrants outstanding, Average remaining contractual life	1 year 7 days
Warrant two [member]
Statement [Line Items]
Warrants expiry date	Jul. 25, 2024
Number of warrants, outstanding	100,406
Weighted average exercise price, outstanding, beginning balance	$ 30.00
Warrants outstanding, Average remaining contractual life	1 year 25 days
Warrant three [member]
Statement [Line Items]
Warrants expiry date	Aug. 08, 2024
Number of warrants, outstanding	57,700
Weighted average exercise price, outstanding, beginning balance	$ 30.00
Warrants outstanding, Average remaining contractual life	1 year 1 month 9 days
Warrant four [member]
Statement [Line Items]
Warrants expiry date	Feb. 19, 2024
Number of warrants, outstanding	28,037
Weighted average exercise price, outstanding, beginning balance	$ 29.05
Warrants outstanding, Average remaining contractual life	7 months 20 days
Warrant five [member]
Statement [Line Items]
Warrants expiry date	Mar. 04, 2024
Number of warrants, outstanding	196,614
Weighted average exercise price, outstanding, beginning balance	$ 29.05
Warrants outstanding, Average remaining contractual life	8 months 4 days
Warrant six [member]
Statement [Line Items]
Warrants expiry date	Jul. 22, 2023
Number of warrants, outstanding	438,918
Weighted average exercise price, outstanding, beginning balance	$ 29.05
Warrants outstanding, Average remaining contractual life	21 days
Warrant seven [member]
Statement [Line Items]
Warrants expiry date	Jul. 22, 2024
Number of warrants, outstanding	30,724
Weighted average exercise price, outstanding, beginning balance	$ 19.37
Warrants outstanding, Average remaining contractual life	1 year 21 days
Equity warrant one [member]
Statement [Line Items]
Warrants expiry date	Jan. 08, 2024
Number of warrants, outstanding	467,196
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	6 months 10 days
Equity warrant two [member]
Statement [Line Items]
Warrants expiry date	Jan. 22, 2024
Number of warrants, outstanding	130,724
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	6 months 21 days
Equity warrant three [member]
Statement [Line Items]
Warrants expiry date	Feb. 24, 2024
Number of warrants, outstanding	264,556
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	7 months 24 days
Equity warrant four [member]
Statement [Line Items]
Warrants expiry date	Aug. 19, 2024
Number of warrants, outstanding	12,499
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	1 year 1 month 20 days
Equity warrant five [member]
Statement [Line Items]
Warrants expiry date	Sep. 15, 2024
Number of warrants, outstanding	2,916
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	1 year 2 months 15 days
Equity warrants [member]
Statement [Line Items]
Number of warrants, outstanding	877,891
Weighted average exercise price, outstanding, beginning balance	$ 60.00
Warrants outstanding, Average remaining contractual life	6 months 29 days
Warrant Eight [member]
Statement [Line Items]
Warrants expiry date	Jun. 30, 2024
Number of warrants, outstanding	92,829
Weighted average exercise price, outstanding, beginning balance	$ 6.78
Warrants outstanding, Average remaining contractual life	1 year
Warrant Nine[member]
Statement [Line Items]
Warrants expiry date	Sep. 30, 2027
Number of warrants, outstanding	123,930
Weighted average exercise price, outstanding, beginning balance	$ 9.68
Warrants outstanding, Average remaining contractual life	4 years 3 months
Warrant Ten[member]
Statement [Line Items]
Warrants expiry date	Jun. 30, 2024
Number of warrants, outstanding	16,176
Weighted average exercise price, outstanding, beginning balance	$ 6.29
Warrants outstanding, Average remaining contractual life	1 year
Warrants Member
Statement [Line Items]
Number of warrants, outstanding	1,196,829
Weighted average exercise price, outstanding, beginning balance	$ 25.13
Warrants outstanding, Average remaining contractual life	11 months 12 days

XML

Warrants (Details 3) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Statement [Line Items]
Acquisition of Engine	$ 11,278,691	$ 0
Reclass equity warrants to warrant liability	1,925,238
Equity Measured Warrant Member
Statement [Line Items]
Balance at December 31, 2022 and 2021	1,925,238	2,287,484
Private placements		140,677
Warrants issued for credit facility		96,359
Warrants expired		(599,282)
Acquisition of Engine	20,000
Reclass equity warrants to warrant liability	(1,925,238)
Balance, June 30, 2023	$ 20,000	$ 1,925,238

XML

Warrants (Details 4) - Equity Measured Warrant Member	6 Months Ended
	Jun. 30, 2023 $ / shares	Jun. 30, 2022 USD ($) $ / shares
Statement [Line Items]
Number of warrants, outstanding, beginning balance	927,228	953,986
Private placements, outstanding | $		$ 123,930
Warrants issued for credit facility, Outstanding | $		$ 109,005
Number of warrant, Reclassify former GSQ Esports Inc. warrants to warrant liability	(927,228)
Number of warrants, expired		(259,693)
Number of warrants, outstanding, ending balance	0	927,228
Weighted average exercise price, outstanding, beginning balance	$ 23.72	$ 26.14
Weighted average exercise price, private placement		9.68
Weighted average exercise price, warrant issued for credit facility		6.78
Weighted average exercise price, Reclassify former GSQ Esports Inc. warrants to warrant liability	23.72
Weighted average exercise price, expired		19.37
Weighted average exercise price, outstanding, ending balance	$ 0	$ 23.72

XML

Warrants (Details 5) - Equity Measured Warrant One Member	6 Months Ended
	Jun. 30, 2023 $ / shares
Statement [Line Items]
Number of warrants, outstanding, beginning balance	0
Acquisitions of Engine	877,891
Number of warrants, outstanding, ending balance	877,891
Weighted average exercise price, outstanding, beginning balance	$ 0
Weighted average exercise price, AcquisitionOfEngine	60.00
Weighted average exercise price, outstanding, ending balance	$ 60.00

XML

Warrant (Details Narrative) - Liability warrants [member]	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Apr. 11, 2023 USD ($) $ / shares	Dec. 31, 2022
Statement [Line Items]
Number of other equity instruments outstanding in share-based payment arrangement	1,196,829	1,196,829	0
Fair value of warrants liability | $	$ 276,544	$ 2,078,513
Weighted average share price, share options granted	$ 4.00	$ 8.20
Expected volatility, share options granted	90.00%	90.00%
Expected dividend yield	0.00%
Bottom of range [member]
Statement [Line Items]
Description of expected average life warrants	21 days	3 months 10 days
Exercise price, share options granted	$ 6.29	$ 6.29
Risk free interest rate	3.70%	3.09%
Top of range [member]
Statement [Line Items]
Description of expected average life warrants	4 years 3 months	4 years 5 months 19 days
Exercise price, share options granted	$ 30.00	$ 30.00
Risk free interest rate	5.29%	4.55%

XML

Commitments and contingencies (Details Narrative)	1 Months Ended	6 Months Ended
	Apr. 30, 2020 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	May 05, 2022 EUR (€)	Sep. 30, 2021 shares	Nov. 30, 2020 USD ($) shares
Statement [Line Items]
Contract Payment Required		$ 600,000
Payments Upon Termination		1,100,000
Payment of share holder		730,109	$ 0
Liabilities for related party		250,742
Allinsports [member]
Statement [Line Items]
Acquisitions percentage	100.00%
Number of shares issuance | shares	241,666				241,666	241,666
Payment of share holder	$ 1,200,000					$ 20,000,000
Liability for arbitration, non-current		$ 730,109
Principal and accrued interest under promissory notes | €				€ 1,903,153

XML

Revenue and segmented information (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2023 CAD ($)	Jun. 30, 2022 USD ($)
Statement [Line Items]
Revenue	$ 14,238,810	$ 19,189,523	$ 6,655,892		$ 11,695,966
Cost of sales	10,170,636	3,638,731	13,191,846		7,033,604
Gross profit	4,068,174	3,017,161	5,997,677		4,662,362
United Kingdon [Member]
Statement [Line Items]
Total Team Revenue	0	0		$ 0	0
Total Agency Revenue	774,175	1,226,354		1,408,548	2,494,751
Content production	0	0	0		0
SaaS	0	0	0		0
Advertising	0	0	0		0
Revenue	774,175	1,226,354	1,408,548		2,494,751
Cost of sales	637,568	1,001,932	1,169,414		2,012,566
Gross profit	136,607	224,422	239,134		482,185
Spain [Member]
Statement [Line Items]
Total Team Revenue	0			0
Total Agency Revenue	0			0
Content production	0		0
SaaS	662,179		662,179
Advertising	0		0
Revenue	662,179		662,179
Cost of sales	70,472		70,472
Gross profit	591,707		591,707
Canada [Member]
Statement [Line Items]
Total Team Revenue	0	0		0	0
Total Agency Revenue	0	0		0	0
Content production	0	0	0		0
SaaS	0	0	0		0
Advertising	0	0	0		0
Revenue	0	0	0		0
Cost of sales	0	0	0		0
Gross profit	0	0	0		0
Mexico [Member]
Statement [Line Items]
Total Team Revenue		0			99,848
Total Agency Revenue		0			0
Content production		0			0
SaaS		0			0
Advertising		0			0
Revenue		0			99,848
Cost of sales		0			51,951
Gross profit		0			47,897
USA [Member]
Statement [Line Items]
Total Team Revenue	2,876,908	2,380,728		5,037,559	4,204,242
Total Agency Revenue	1,957,831	2,711,810		3,918,291	4,437,625
Content production	196,326	337,000	391,555		459,500
SaaS	1,648,554	0	1,648,554		0
Advertising	6,122,837	0	6,122,837		0
Revenue	12,802,456	5,429,538	17,118,796		9,101,367
Cost of sales	9,462,596	2,636,799	11,951,960		4,969,087
Gross profit	3,339,860	2,792,739	5,166,836		4,132,280
Total [Member]
Statement [Line Items]
Total Team Revenue	2,876,908	2,380,728		5,037,559	4,304,090
Total Agency Revenue	2,732,006	3,938,164		$ 5,326,839	6,932,376
Content production	196,326	337,000	391,555		459,500
SaaS	2,310,733	0	2,310,733		0
Advertising	6,122,837	0	6,122,837		0
Revenue	14,238,810	6,655,892	19,189,523		11,695,966
Cost of sales	10,170,636	3,638,731	13,191,846		7,033,604
Gross profit	$ 4,068,174	$ 3,017,161	$ 5,997,677		$ 4,662,362

XML

Financial instruments and risk management (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Accounts payable	$ 6,325,496	$ 3,180,208
Consideration payable	30,000	260,000
Players liability account	47,465	0
Promissory notes payable	481,149	0
Convertible debt	5,093,287	$ 0
Later than one year [member]
Statement [Line Items]
Accounts payable	0
Accrued liabilities	0
Consideration payable	0
Players liability account	0
Promissory notes payable	0
Convertible debt	1,566,804
Not later than one year [member]
Statement [Line Items]
Accounts payable	17,729,367
Accrued liabilities	6,325,496
Consideration payable	30,000
Players liability account	47,465
Promissory notes payable	481,149
Convertible debt	5,093,287
Equal than one year [member]
Statement [Line Items]
Accounts payable	0
Accrued liabilities	0
Consideration payable	0
Players liability account	0
Promissory notes payable	0
Convertible debt	$ 0

XML

Financial instruments and risk management (Details 1) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022	Dec. 31, 2021
Statement [Line Items]
Cash	$ 4,249,602	$ 977,413	$ 3,017,317	$ (6,028,232)
Restricted cash	47,465	0
Accounts and other receivables	14,115,331	8,331,120
Government remittances	1,146,493	0
Investment at FVTPL	3,188,749	0
Total assets	76,144,096	20,093,810
Accounts payable	17,729,367	4,848,854
Accrued liabilities	6,325,496	3,180,208
Consideration payable	30,000	260,000
Players liability account	47,465	0
Credit facility payable	0	802,328
Promissory notes payable	481,149	0
Convertible debt, current	5,093,287	0
Liabilities	37,312,735	12,938,145
Financial assets	76,144,096	20,093,810
Total liabilities	37,312,735	12,938,145
Amortized cost [member]
Statement [Line Items]
Cash	4,249,602	977,413
Restricted cash	47,465	0
Accounts and other receivables	14,115,331	8,331,120
Government remittances	1,146,493	0
Investment at FVTPL	0	0
Total assets	19,558,891	9,308,533
Accounts payable	17,729,367	4,848,854
Accrued liabilities	6,325,496	3,180,208
Consideration payable	30,000	260,000
Players liability account	47,465	0
Credit facility payable	0	802,328
Promissory notes payable	481,149	0
Convertible debt, current	0	0
Liabilities	24,613,477	9,091,390
Financial assets	19,558,891	9,308,533
Total liabilities	24,613,477	9,091,390
FVTPL mandatorily measured [member]
Statement [Line Items]
Cash	0	0
Restricted cash	0	0
Accounts and other receivables	0	0
Government remittances	0	0
Investment at FVTPL	3,188,749	0
Total assets	3,188,749	0
Accounts payable	0	0
Accrued liabilities	0	0
Consideration payable	0	0
Players liability account	0	0
Credit facility payable	0	0
Promissory notes payable	0	0
Convertible debt, current	0	0
Liabilities	0	0
Financial assets	3,188,749	0
Total liabilities	0	0
FVOCI mandatorily measured [member]
Statement [Line Items]
Cash	0	0
Restricted cash	0	0
Accounts and other receivables	0	0
Government remittances	0	0
Investment at FVTPL	0	0
Total assets	0	0
Financial assets	0	0
FVOCI designated [member]
Statement [Line Items]
Cash	0	0
Restricted cash	0	0
Accounts and other receivables	0	0
Government remittances	0	0
Investment at FVTPL	0	0
Total assets	0	0
Financial assets	0	0
FVTPL designated [member]
Statement [Line Items]
Accounts payable	0	0
Accrued liabilities	0	0
Consideration payable	0	0
Players liability account	0	0
Credit facility payable	0	0
Promissory notes payable	0	0
Convertible debt, current	6,660,091	0
Liabilities	6,660,091	0
Total liabilities	$ 6,660,091	$ 0

XML

Financial instruments and risk management (Details 2) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Statement [Line Items]
Investment at FVTPL	$ 3,188,749	$ 0
Convertible debt, current	5,093,287	$ 0
Debt Securities [Member]
Statement [Line Items]
Convertible debt, current	6,660,091
Level 3 of fair value hierarchy [member]
Statement [Line Items]
Investment at FVTPL	3,188,749
Convertible debt, current	6,660,091
Level 1 of fair value hierarchy [member]
Statement [Line Items]
Investment at FVTPL	0
Convertible debt, current	0
Level 2 of fair value hierarchy [member]
Statement [Line Items]
Investment at FVTPL	0
Convertible debt, current	$ 0

XML

Financial instruments and risk management (Details Narrative)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
One customer [member]
Statement [Line Items]
Revenue percentage	31.00%	31.00%
Accounts receivables [member]
Statement [Line Items]
Significant unobservable input, assets	10.00%		10.00%