Common use of Paramountcy Clause in Contracts

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Media, Inc. (“Engine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; 2. the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted; 4. GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended); 5. notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of GameSquare or that the Arrangement has been approved by the Court, the directors of GameSquare are hereby authorized and empowered, without further notice to, or approval of, the shareholders of GameSquare to: (a) amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement; 6. any director or officer of GameSquare is hereby authorized and directed for and on behalf of GameSquare to execute and to deliver for filing with the Registrar under the OBCA any and all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and 7. any one or more directors or officers of GameSquare is hereby authorized, acting for and on behalf and in the name of GameSquare, to execute and deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare Thor Shares and Thor Incentive Awards issued prior to the Effective Time; ; (2b) the rights and obligations of the registered and beneficial holders of Thor Shares, the securities holders of GameSquare Thor Incentive Awards, Thor, Adam, ExchangeCo, CallCo, the Depositary, the Trustee, and any trustee and transfer agent thereforor other depositary in relation thereto, shall be solely as provided for in this Plan of ArrangementArrangement and the Arrangement Agreement; and and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of GameSquare any Thor Shares and Thor Incentive Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as followsBE IT RESOLVED THAT: 1. the (i) The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 192 of the Canada Business Corporations Act (Ontariothe “CBCA”) of Thor (the “OBCA”) involving Engine Gaming & Media, Inc. (“Engine GamingCorporation”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information proxy circular of the Corporation (the “Circular”) of GameSquare dated ●[l], 2022 2025 accompanying the notice of this meeting (meeting, and as the Arrangement may be, or may have beenbe amended, modified or amended supplemented in accordance with its termsthe arrangement agreement dated September 9, 2025 between Adam and the Corporation (as it may from time to time be amended, modified or supplemented, the “Arrangement Agreement”), is hereby authorized, approved and adopted;. 2. (ii) The plan of arrangement of the arrangement agreement Corporation (as it may be amended from time to time amended, modified or supplemented in accordance with its terms, terms and the “terms of the Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement), the full text of which is set out in Schedule ● Appendix [l] to the Circular, is hereby authorized, approved and adopted;. 4. GameSquare (iii) The Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement Agreement, the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, and causing the Corporation to perform its obligations thereunder, as well as the Corporation’s application for an interim order from the Supreme Court of British Columbia, are hereby ratified and approved. (iv) The Corporation is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (the “Court”) British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement Arrangement. (as they may be, or may have been, modified, supplemented or amended); 5. notwithstanding v) Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare the Corporation or that the Arrangement has been approved by the CourtSupreme Court of British Columbia, the directors of GameSquare the Corporation are hereby authorized and empoweredempowered to, at their discretion, without further notice to, to or approval of, of the shareholders of GameSquare to: the Corporation, (ai) amend amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or thereby and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;Arrangement and related transactions. 6. any (vi) Any officer or director or officer of GameSquare the Corporation is hereby authorized and directed directed, for and on behalf of GameSquare the Corporation, to execute and to deliver for filing with the Registrar Director under the OBCA any CBCA articles of arrangement and all such other documents as are may be necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents; and. 7. any one (vii) Any officer or more directors or officers director of GameSquare the Corporation is hereby authorizedauthorized and directed, acting for and on behalf and in of the name of GameSquareCorporation, to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and delivered all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and things, things as in the opinion of such director or officer person determines may be necessary, necessary or desirable or useful for the purpose of giving to give full effect to these resolutions, the foregoing resolutions and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement document or instrument or the doing of any such act or thing. The text [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Engine Gaming Resolution which Engine Gaming Shareholders Company will be asked held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT: 1. in addition and without prejudice to pass all existing authorities, the directors of the Company be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert any security into shares, in the Company up to an aggregate nominal value of US$[ ˜ ] in connection with the proposed merger of the Company and Teck Resources Limited on the terms, and subject to the conditions, of the arrangement agreement between such parties (as the same may be modified, varied, revised or amended from time to time in accordance with its terms) for a period expiring on [ ˜ ] being the date that is five years after the date of this Resolution (unless previously renewed, varied or revoked by the Company in general meeting), save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted after such expiry and the directors of the Company may allot shares, or grant rights to subscribe for or to convert any security into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and 2. the amended rules of the Anglo American Long-Term Incentive Plan 2020 (the “Anglo American Incentive Plan”), a copy of which is produced to the meeting and signed by the chair for the purposes of identification, be approved and the directors be authorised to: (i) make such modifications to the Anglo American Incentive Plan as they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or to take account of the requirements of the Financial Conduct Authority; and (ii) adopt the Anglo American Incentive Plan as so modified and do all acts and things necessary to operate the Anglo American Incentive Plan. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the Engine Gaming time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that the General Meeting of the Company will be held at [time] on [date] at [address ] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering, and if thought fit, passing the following resolution as a special resolution: 1. THAT, conditional upon the Effective Time (as defined in the arrangement agreement between the Company and Teck Resources Limited dated 9 September 2025) occurring, the name of the Company be changed to “Anglo Teck plc” pursuant to Section 77 of the Companies Act 2006. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.] [To be included in the Adam Circular] (the “Company”) Notice is hereby given that a General Meeting of the Company will be held at [time] on [date] at [address] and virtually (details set out in Appendix 1) (the “General Meeting”) for the purpose of considering and, if thought fit, passing the following ordinary resolution (the “Resolution”): THAT: 1. The amended remuneration policy, a copy of which is produced to the meeting and signed by the chair for the purposes of identification, be approved; and 2. The amended rules of the [Anglo American Bonus Share Plan 2020, the Anglo American Trader Incentive Plan, the Anglo American MyShare Plan, the Anglo American Share Incentive Plan, the Anglo American Non-cyclical Award Plan 2014, the Anglo American Non-cyclic Award Plan 2024, the Anglo American Sharesave Plan, the Anglo American Share Ownership Plan 2022 and the Anglo American Employee Save-As-You-Earn scheme] (together, the “Anglo American Incentive Plans”), copies of which are produced to the meeting and signed by the chair for the purposes of identification, be approved and the directors be authorised to: (i) make such modifications to the Anglo American Incentive Plan[s] as follows:they may consider necessary to obtain the approval of the relevant tax authorities (if relevant) or to take account of the requirements of the Financial Conduct Authority; and (ii) adopt the Anglo American Incentive Plan[s] as so modified and do all acts and things necessary to operate the Anglo American Incentive Plans. By order of the Board_______________________________ Name: [Name] Title: Company Secretary Anglo American plc 17 Charterhouse Street London, EC1N 6RA Registered Number 03564138 [Explanatory notes to the Notice of the Adam General Meeting to be included at the time of circulation.]

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare Aphria issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare Aphria and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare Aphria shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Aphria Shareholders will be asked to pass at the GameSquare Aphria Meeting is as follows: (1. ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & MediaTilray, Inc. (“Engine GamingTilray”), GameSquare Esports ) and Aphria Inc. (“GameSquareAphria”) and the securityholders of GameSquareAphria, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated ●, 2022 Aphria accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; (2. ) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming Tilray and GameSquare Aphria dated December 715, 2022 2020 and all the transactions contemplated therein, the full text of which is attached as Schedule ● a schedule to the Circular, the actions of the directors of GameSquare Aphria in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare Aphria in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized ratified and approved; (3. ) the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare Aphria implementing the Arrangement, the full text of which is set out in Schedule ● “A” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; (4. GameSquare ) Aphria is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended); (5. ) notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toapproved) by the shareholders of GameSquare Aphria or that the Arrangement has been approved by the Court, the directors of GameSquare Aphria are hereby authorized and empowered, without further notice to, or approval of, the shareholders of GameSquare Aphria to: (a) amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement; (6. ) any director or officer of GameSquare Aphria is hereby authorized and directed for and on behalf of GameSquare Aphria to execute and to deliver for filing with the Registrar under the OBCA any and all such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documentsfor filing; and (7. ) any one or more directors or officers of GameSquare Aphria is hereby authorized, acting for and on behalf and in the name of GameSquareAphria, to execute and deliver deliver, whether under corporate seal of Aphria or cause to be deliveredotherwise, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquareAphria, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, Aphria; such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:.

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare BMG Securities issued prior to the Effective Time; (2b) the rights and obligations of the holders of the securities of GameSquare BMG Securities and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare BMG Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:. 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 288 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Engine Gaming & Media, Battle Mountain Gold Inc. (“Engine GamingBMG”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular Management Proxy Circular (the “Circular”) of GameSquare BMG dated ●[•], 2022 2017 accompanying the notice of this meeting (as the Arrangement may be, or may have been, be modified or amended in accordance with its termsamended), is hereby authorized, approved and adopted; 2. the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 32. the The plan of arrangement (arrangement, as it may be or has been amended from time to time in accordance with its terms, (the “Plan of Arrangement”) of GameSquare ), involving GameSquare BMG and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● Appendix [•] to the Circular, is hereby authorized, approved and adopted; 4. GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Justice Circular (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and as the Plan of Arrangement (as they may be, or may have been, modified, supplemented modified or amended), is hereby approved and adopted; 53. notwithstanding The arrangement agreement (the “Arrangement Agreement”) between BMG and Gold Standard Ventures Corp., dated April 11, 2017, the actions of the directors of BMG in approving the Arrangement and the actions of the officers of BMG in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved; 4. Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders securityholders of GameSquare BMG or that the Arrangement has been approved by the CourtSupreme Court of British Columbia, the directors of GameSquare BMG are hereby authorized and empowered, without further notice to, or approval of, the shareholders securityholders of GameSquare toBMG: (a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement; 65. any Any officer or director or officer of GameSquare BMG is hereby authorized and directed for and on behalf of GameSquare BMG to execute execute, under the seal of the BMG or otherwise, and to deliver for filing with such documents as are necessary to desirable to the Registrar under the OBCA any and all documents as are necessary or desirable to give effect to the Arrangement BCBCA in accordance with the Arrangement Agreement for filing. 6. Any officer or the Plan director of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and 7. any one or more directors or officers of GameSquare BMG is hereby authorized, acting authorized and directed for and on behalf and in the name of GameSquare, BMG to execute and deliver , whether under corporate seal of BMG or cause to be deliverednot, for filing with the Director under the OBCA, and all such agreements, forms, forms waivers, notices, certificatecertificates, confirmations and other documents and instruments, instruments and to do or cause to be done all such other acts and things, things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquareBMG, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:BMG;

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. 4869-1584-5952\3 66314327.5 87171082.3 The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows: 1. the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Media, Inc. (“Engine Gaming”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; 2. the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted; 4. GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended); 5. notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of GameSquare or that the Arrangement has been approved by the Court, the directors of GameSquare are hereby authorized and empowered, without further notice to, or approval of, the shareholders of GameSquare to: (a) amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement; 6. any director or officer of GameSquare is hereby authorized and directed for and on behalf of GameSquare to execute and to deliver for filing with the Registrar under the OBCA any and all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and 7. any one or more directors or officers of GameSquare is hereby authorized, acting for and on behalf and in the name of GameSquare, to execute and deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare the Company issued prior to the Effective Time; (2b) the rights and obligations of the holders of the securities of GameSquare the Company and any trustee and transfer agent and registrar therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as followsBE IT RESOLVED BY SPECIAL RESOLUTION THAT: (1. ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & MediaTilray Brands, Inc. (“Engine GamingTilray”), GameSquare Esports Inc. ) and HEXO Corp. (“GameSquareHEXO”) and the securityholders of GameSquareHEXO, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated ●, 2022 HEXO accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified modified, amended or amended supplemented in accordance with its terms), is and all transactions contemplated thereby, are hereby authorized, approved and adopted; (2. ) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming between Tilray and GameSquare HEXO dated December 7April 10, 2022 2023 and all the transactions contemplated therein, the full text of which is attached as Schedule ● a schedule to the Circular, the actions of the directors of GameSquare HEXO in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare HEXO in executing and delivering the Arrangement Agreement and any amendments amendments, modifications or supplements thereto and causing the performance by GameSquare HEXO of its obligations thereunder thereunder, are hereby confirmed, ratified, authorized ratified and approved; (3. ) the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare HEXO implementing the Arrangement, the full text of which is set out in Schedule ● “A” to the CircularArrangement Agreement (as the Plan of Arrangement may be, or may have been, modified, amended or supplemented in accordance with its terms), is hereby authorized, approved and adopted; (4. GameSquare ) HEXO is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented amended or amendedsupplemented); (5. ) notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toapproved) by the shareholders of GameSquare HEXO entitled to vote thereon or that the Arrangement has been approved by the Court, the directors of GameSquare HEXO (other than interested directors required to abstain from voting) are hereby authorized and empowered, without further notice to, or approval of, the shareholders of GameSquare HEXO to: (a) modify, amend or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the ArrangementArrangement and any related transactions; (6. ) any director or officer of GameSquare HEXO is hereby ▇▇▇▇▇▇ authorized and directed for and on behalf of GameSquare HEXO to execute or cause to be executed and to deliver for filing with the Registrar under the OBCA any and all or caused to be delivered such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documentsfor filing; and (7. ) any one or more directors or officers of GameSquare HEXO is hereby authorized, acting for and on behalf and in the name of GameSquareHEXO, to execute or caused to be executed and deliver or cause to be delivered, for filing with the Director whether under the OBCAcorporate seal of HEXO or otherwise, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement; such determination to be conclusively evidenced by the execution and delivery of such agreement, form, waiver, notice, certificate, confirmation and other document and instrument or the doing of any such act or thing, including: (a) all actions required to be taken by or on behalf of GameSquareHEXO, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquare, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:HEXO.

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare Affected Securities issued prior to the Effective Time; (2) the rights and obligations of the holders Affected Securityholders and of the securities of GameSquare and any trustee and transfer agent, trustee, agent therefor, or other depositary therefor shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of GameSquare any Affected Securities shall be deemed to have been settled, compromised, released and determined without liability liability, except as set forth hereinin this Plan of Arrangement. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:{B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇ 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 192 of the Canada Business Corporations Act (Ontariothe “CBCA”) involving HNZ Group Inc. (the “OBCA”) involving Engine Gaming & Media, Inc. (“Engine GamingCorporation”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare the Corporation dated ●l, 2022 2017 accompanying the notice of this meeting (as the Arrangement may be, or may have beenbe amended, modified or amended supplemented in accordance with its termsthe arrangement agreement made as of October 30, 2017 between the Corporation, 2075568 Alberta ULC, ▇▇▇ ▇. ▇▇▇▇ and PHI, Inc. (the “Arrangement Agreement”)), is hereby authorized, approved and adopted;. 2. The plan of arrangement of the arrangement agreement Corporation (as it has been or may be amended from time to time amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement)), the full text of which is set out in Schedule ● “l” to the Circular, is hereby authorized, approved and adopted;. 3. The (23) Arrangement Agreement and all the transactions contemplated therein, (23) actions of the directors of the Corporation in approving the Arrangement Agreement, and (23) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. GameSquare The Corporation is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the “Court”) Quebec to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, supplemented or amendedand as described in the Circular);. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare the Corporation or that the Arrangement has been approved by the CourtSuperior Court of Quebec, the directors of GameSquare the Corporation are hereby authorized and empoweredempowered to, without further notice to, to or approval of, of the shareholders of GameSquare to: the Corporation, (a23) amend amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or and the Plan of Arrangement; or Arrangement and (b23) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;Arrangement and related transactions. 6. any Any officer or director or officer of GameSquare the Corporation is hereby authorized and directed for and on behalf of GameSquare the Corporation to execute and to deliver for filing with the Registrar Director under the OBCA any CBCA articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents; and. 7. any one Any officer or more directors or officers director of GameSquare the Corporation is hereby authorized, acting authorized and directed for and on behalf and in of the name of GameSquare, Corporation to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and delivered all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and things, things as in the opinion of such director or officer person determines may be necessary, necessary or desirable or useful for the purpose of giving to give full effect to these resolutions, the foregoing resolution and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement document or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:{B1191373.1} ▇▇▇▇ ▇▇▇▇▇▇▇▇

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare the Company issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare the Company and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Schedule “B” Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as followsBE IT RESOLVED BY SPECIAL RESOLUTION THAT: 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 the provisions of Division 5 of Part 9 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Engine Gaming Harvest Health & Media, Recreation Inc. (“Engine Gaming”), GameSquare Esports Inc. (“GameSquareHarvest”) and its securityholders pursuant to the securityholders of GameSquarearrangement agreement (the “Arrangement Agreement”) between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of Harvest (the “Circular”) of GameSquare dated ●, 2022 accompanying accompanied by the notice of this the meeting (as the Arrangement may be, or may have been, be modified or amended in accordance with its terms), is hereby authorized, approved and adopted;. 2. The plan of arrangement, as it has been or may be modified or amended in accordance with the arrangement agreement Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”) and its securityholders, the full text of which is set out as Schedule “A” to the Circular, is hereby authorized, approved and adopted. 3. The Arrangement Agreement, as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare Harvest in approving the Arrangement and the Arrangement Agreement Agreement, and the actions of the directors and officers of GameSquare Harvest in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare Harvest of its obligations thereunder thereunder, are hereby confirmed, ratified, authorized ratified and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted;. 4. GameSquare Harvest be and is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (the “Court”) British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, supplemented or amendedand as described in the Circular);. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare Company Shareholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Supreme Court of British Columbia (the “Court”), the directors of GameSquare Harvest are hereby authorized and empowered, at their discretion, without further notice to, to or approval of, of the shareholders of GameSquare toCompany Shareholders: (a) a. to amend or modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; orand (b) b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement). 6. any Any officer or director or officer of GameSquare Harvest is hereby authorized and directed for and on behalf of GameSquare Harvest to execute make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of Harvest or otherwise, and to deliver for filing with the Registrar under the OBCA any and all or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and. 7. any one Any officer or more directors or officers director of GameSquare Harvest is hereby authorized, acting authorized and directed for and on behalf and in the name of GameSquare, Harvest to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and thingsthings as, as in the opinion of such director or officer person's opinion, may be necessary, necessary or desirable or useful for the purpose of giving to give full force and effect to these resolutions, the foregoing resolutions and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement other document or instrument or the doing of any other such act or thing. The text ‎ Schedule “C” Representations and Warranties of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked Company The following representations and warranties of the Company are qualified in their entirety with reference to pass at the Engine Gaming Meeting is as follows:Company Disclosure Letter.

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare EHT issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare EHT and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare EHT shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. 328972.00001/116443569.20 The text of the Arrangement Resolution which GameSquare EHT Shareholders will be asked to pass at the GameSquare EHT Meeting is as follows: (1. ) the arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 Division 5 of Part 9 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Engine Gaming & MediaSkye Bioscience, Inc. (“Engine GamingSKYE”), GameSquare Esports Emerald Health Therapeutics, Inc. (“GameSquareEHT”) and the securityholders of GameSquareEHT, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare EHT dated ●, 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; (2. ) the arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming SKYE and GameSquare EHT dated December 7May 11, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare EHT in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare EHT in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare EHT of its obligations thereunder are hereby confirmed, ratified, authorized and approved; (3. ) the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare EHT involving GameSquare EHT and the securityholders of GameSquare EHT implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted; (4. GameSquare ) EHT is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended); (5. ) notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of GameSquare EHT or that the Arrangement has been approved by the Court, the directors of GameSquare EHT are hereby authorized and empowered, without further notice to, or approval of, the shareholders of GameSquare EHT to: (a) amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or (b) subject to the terms of the Arrangement Agreement, not proceed with the Arrangement; (6. ) any director or officer of GameSquare EHT is hereby authorized and directed for and on behalf of GameSquare EHT to execute and to deliver for filing with the Registrar under the OBCA BCBCA any and all documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and (7. ) any one or more directors or officers of GameSquare EHT is hereby authorized, acting for and on behalf and in the name of GameSquareEHT, to execute and deliver or cause to be delivered, for filing with the Director whether under the OBCAcorporate seal of EHT or otherwise, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the 328972.00001/116443569.20 completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquareEHT, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquareEHT, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. 328972.00001/116443569.20 The text of the Engine Gaming SKYE Resolution which Engine Gaming SKYE Shareholders will be asked to pass at the Engine Gaming SKYE Meeting is as follows:

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare ▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the ▇▇▇▇▇▇▇▇ Shareholders, holders of ▇▇▇▇▇▇▇▇ Equity Awards, ▇▇▇▇▇▇▇▇, Agnico, the securities of GameSquare Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of GameSquare any ▇▇▇▇▇▇▇▇ Shares and ▇▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text in this Plan of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:Arrangement. 1. the The arrangement (as it may bebe modified, supplemented or may have been, modified or amended in accordance with its termsamended, the “"Arrangement”") under Section section 182 of the Business Corporations Act (Ontario) (the “"OBCA”") involving Engine Gaming & Media, Inc. of ▇▇▇▇▇▇▇▇ Lake Gold Ltd. (“Engine Gaming”the "Company"), GameSquare Esports Inc. pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“GameSquare”"Agnico") and dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the securityholders of GameSquare"Merger Agreement"), all as more particularly described and set forth in the joint management information circular (of the “Circular”) of GameSquare Company and Agnico dated ●•, 2022 accompanying the notice of this meeting 2021 (as the Arrangement may bemodified, supplemented or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; 2. the arrangement agreement (as it may be amended from time to time in accordance with its termsthe Merger Agreement, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7"Circular"), 2022 and all the transactions contemplated thereinthereby, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmedauthorized, ratified, authorized approved and approved;adopted. 32. the The plan of arrangement (of the Company, as it has been or may be modified, supplemented or amended from time to time in accordance with the Merger Agreement and its terms, terms (the “"Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement"), the full text of which is set out in Schedule ● as Appendix • to the Circular, is hereby authorized, approved and adopted;. 3. The: (i) Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Merger Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Merger Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. GameSquare The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “"Court”") to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended);Arrangement. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders holders of GameSquare common shares of the Company (the "Company Shareholders") or that the Arrangement has been approved by the Court, the directors of GameSquare the Company are hereby authorized and empowered, at their discretion, without further notice to, to or approval ofof the Company Shareholders: (i) to amend, modify or supplement the shareholders of GameSquare to: (a) amend the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangementtheir respective terms; or and (bii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement;Arrangement and any related transactions. 6. any Any one director or officer of GameSquare the Company be and is hereby authorized and directed for and on behalf of GameSquare the Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Registrar Director under the OBCA any for filing articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement Merger Agreement. 7. Any officer or director of the Plan Company is hereby authorized and directed, for and on behalf of Arrangementthe Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other documentsdocument or instrument or the doing of any such other act or thing. 1. Agnico Eagle Mines Limited ("Agnico") is hereby authorized and directed to issue up to ♦ common shares in the capital of Agnico (the "Consideration Shares") in connection with the acquisition of all of the issued and to be issued common shares of ▇▇▇▇▇▇▇▇ Lake Gold Ltd. ("▇▇▇▇▇▇▇▇") pursuant to a plan of arrangement (the "Plan of Arrangement") under section 182 of the Business Corporations Act (Ontario) (the "Arrangement") in accordance with a merger agreement between Agnico and ▇▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Merger Agreement"), all as more particularly described and set forth in the joint management information circular dated ♦, 2021, as it may be amended, supplemented or otherwise modified from time to time (the "Circular"), such number of Consideration Shares consisting of: (i) up to ♦ Consideration Shares issuable to shareholders of ▇▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to ♦ Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for ▇▇▇▇▇▇▇▇ options and upon the exercise, settlement or redemption of the ▇▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional ♦ Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and 7. , at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or more officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the "Agnico Shareholders") or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or officers approval of GameSquare the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorizedauthorized and directed, acting for and on behalf and in the name of GameSquareAgnico, to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director whether under the OBCAcorporate seal of Agnico or otherwise, and all such agreements, forms, waivers, notices, certificatecertificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to these resolutions, the foregoing resolutions and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:.

Paramountcy. From and after the Effective Time: : (1i) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare TMX Group Shares and TMX Group Options issued prior to the Effective Time; , (2ii) the rights and obligations of the registered holders of TMX Group Shares and TMX Group Options, and TMX Group, Maple, the securities of GameSquare Depositary and any trustee and transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3iii) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) ), only with respect to or in connection with this Plan of Arrangement, based on or in any way relating to securities of GameSquare any TMX Group Shares or TMX Group Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:. 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Media, of TMX Group Inc. (“Engine GamingTMX Group”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) dated  of GameSquare dated ●, 2022 TMX Group accompanying the notice of this meeting (as the Arrangement may be, or may have beenbe amended, modified or amended supplemented in accordance with its termsthe support agreement (the “Support Agreement”) made as of October 30, 2011, between TMX Group and Maple Group Acquisition Corporation), is hereby authorized, approved and adopted;. 2. the The plan of arrangement agreement of TMX Group (as it has been or may be amended from time to time amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Support Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement)), the full text of which is set out in Schedule ● A to the CircularSupport Agreement, is hereby authorized, approved and adopted;. 3. The (i) Support Agreement and related transactions, (ii) actions of the directors of TMX Group in approving the Support Agreement, and (iii) actions of the directors and officers of TMX Group in executing and delivering the Support Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. GameSquare TMX Group be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Support Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, supplemented or amendedand as described in the Circular);. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare TMX Group or that the Arrangement has been approved by the CourtOntario Superior Court of Justice, the directors of GameSquare TMX Group are hereby authorized and empoweredempowered to, without further notice to, to or approval of, of the shareholders of GameSquare to: TMX Group, (ai) amend amend, modify or supplement the Arrangement Support Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Support Agreement or and the Plan of Arrangement; or Arrangement and (bii) subject to the terms of the Arrangement Support Agreement, not to proceed with the Arrangement;Arrangement and related transactions. 6. any Any officer or director or officer of GameSquare TMX Group is hereby authorized and directed for and on behalf of GameSquare TMX Group to execute and to deliver for filing with the Registrar Director under the OBCA any articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementSupport Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents; and. 7. any one Any officer or more directors or officers director of GameSquare TMX Group is hereby authorized, acting authorized and directed for and on behalf and in the name of GameSquare, TMX Group to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and delivered all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and things, things as in the opinion of such director or officer Person determines may be necessary, necessary or desirable or useful for the purpose of giving to give full effect to these resolutions, the foregoing resolution and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement document or instrument or the doing of any such act or thing. 1 Consent under the TMX Group Credit Agreement. 2 Consents under the Credit Agreement between Natural Gas Exchange Inc. and The text Toronto- Dominion Bank dated November 1, 2007 and found under section 12.58 in the TMX Group Data Room. 3 Consents under the Credit Facility between Canadian Derivatives Clearing Corporation and Royal Bank of Canada dated April 29, 2009 and found under section 12.57 in the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:TMX Group Data Room.

Paramountcy. From and after the Effective Time: (1) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare the Company issued prior to the Effective Time; (2) the rights and obligations of the holders of the securities of GameSquare the Company and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3) all actions, causes of actions, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to securities of GameSquare the Company shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as followsBE IT RESOLVED BY SPECIAL RESOLUTION THAT: 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 the provisions of Division 5 of Part 9 of the Business Corporations Act (OntarioBritish Columbia) (the “OBCABCBCA”) involving Engine Gaming Harvest Health & Media, Recreation Inc. (“Engine Gaming”), GameSquare Esports Inc. (“GameSquareHarvest”) and its securityholders pursuant to the securityholders of GameSquarearrangement agreement (the “Arrangement Agreement”) between Harvest and Trulieve Cannabis Corp. dated May 10, 2021, all as more particularly described and to be set forth in the management information circular of Harvest (the “Circular”) of GameSquare dated ●, 2022 accompanying accompanied by the notice of this the meeting (as the Arrangement may be, or may have been, be modified or amended in accordance with its terms), is hereby authorized, approved and adopted;. 2. The plan of arrangement, as it has been or may be modified or amended in accordance with the arrangement agreement Arrangement Agreement and its terms, involving Harvest (the “Plan of Arrangement”) and its securityholders, the full text of which is set out as Schedule “A” to the Circular, is hereby authorized, approved and adopted. 3. The Arrangement Agreement, as it may be amended from time to time in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare Harvest in approving the Arrangement and the Arrangement Agreement Agreement, and the actions of the directors and officers of GameSquare Harvest in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare Harvest of its obligations thereunder thereunder, are hereby confirmed, ratified, authorized ratified and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted;. 4. GameSquare Harvest be and is hereby authorized to apply for a final order from the Ontario Superior Supreme Court of Justice (the “Court”) British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, supplemented or amendedand as described in the Circular);. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare Company Shareholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Supreme Court of British Columbia (the “Court”), the directors of GameSquare Harvest are hereby authorized and empowered, at their discretion, without further notice to, to or approval of, of the shareholders of GameSquare toCompany Shareholders: (a) a. to amend or modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; orand (b) b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement). 6. any Any officer or director or officer of GameSquare Harvest is hereby authorized and directed for and on behalf of GameSquare Harvest to execute make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of Harvest or otherwise, and to deliver for filing with the Registrar under the OBCA any and all or cause to be delivered, such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and. 7. any one Any officer or more directors or officers director of GameSquare Harvest is hereby authorized, acting authorized and directed for and on behalf and in the name of GameSquare, Harvest to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and thingsthings as, as in the opinion of such director or officer person’s opinion, may be necessary, necessary or desirable or useful for the purpose of giving to give full force and effect to these resolutions, the foregoing resolutions and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement other document or instrument or the doing of any other such act or thing. The text following representations and warranties of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked Company are qualified in their entirety with reference to pass at the Engine Gaming Meeting is as follows:Company Disclosure Letter.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare any Company Incentive Securities issued and outstanding prior to the Effective Time; ; (2b) the rights and obligations of the holders of Company Shares, any Company Incentive Securities, the securities of GameSquare Depositary and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to securities of GameSquare Company Shares or any Company Incentive Securities shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:SCHEDULE B ARRANGEMENT RESOLUTION 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Mediaof Neo Performance Materials, Inc. (the “Engine GamingCompany”), GameSquare Esports Inc. pursuant to the arrangement agreement (the “GameSquareArrangement Agreement”) among the Company, 2671219 Ontario Inc. and the securityholders of GameSquareLuxfer Holdings PLC dated December 18, 2018, all as more particularly described and set forth in the management information circular of the Company dated ●, 2019 (the “Circular”) of GameSquare dated ●), 2022 accompanying the notice of this meeting (as the Arrangement may be, or may have been, be modified or amended in accordance with its terms), ) is hereby authorized, approved and adopted;. 2. The plan of arrangement of the arrangement agreement Company (as it has been or may be amended from time to time amended, modified or supplemented in accordance with its terms, the “Arrangement Agreement”) among Engine Gaming and GameSquare dated December 7, 2022 and all the transactions contemplated therein, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement terms (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement)), the full text of which is set out in Schedule Appendix ● to the Circular, is hereby authorized, approved and adopted;. 3. The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved. 4. GameSquare The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may bebe amended, modified or may have been, modified, supplemented or amendedand as described in the Circular);. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders of GameSquare the Company or that the Arrangement has been approved by the Court, the directors of GameSquare the Company are hereby authorized and empoweredempowered to, at their discretion, without further notice to, to or approval of, of the shareholders of GameSquare to: the Company: (ai) amend amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of ArrangementAgreement; or and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;Arrangement and related transactions. 6. any Any officer or director or officer of GameSquare the Company is hereby authorized and directed for and on behalf of GameSquare the Company to execute and to deliver for filing with the Registrar Director under the OBCA any articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of ArrangementAgreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents; and. 7. any one Any officer or more directors or officers director of GameSquare the Company is hereby authorized, acting authorized and directed for and on behalf and in of the name of GameSquare, Company to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director under the OBCA, and delivered all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, instruments and to do perform or cause to be done performed all such other acts and things, things as in the opinion of such director or officer person determines may be necessary, necessary or desirable or useful for the purpose of giving to give full effect to these resolutions, the foregoing resolution and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement document or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Paramountcy. From and after the Effective Time: (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare issued prior to the Effective TimeCarlisle Shares, Carlisle Options or Carlisle Warrants; (2b) the rights and obligations of the holders of the securities of GameSquare Carlisle Shares, Carlisle Options and Carlisle Warrants and any trustee and transfer agent therefor, shall be solely as provided for in this Plan of Arrangement; and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way away relating to securities of GameSquare Carlisle Shares, Carlisle Options and Carlisle Warrants shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein. The text of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:. 1. the The arrangement (as it may be, or may have been, modified or amended in accordance with its terms, the “Arrangement”) under Section section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Media, Inc. Carlisle Goldfields Limited (the “Engine GamingCompany”), GameSquare Esports Inc. (“GameSquare”) and the securityholders of GameSquare, all as more particularly described and set forth in the management information circular (the “Circular”) of GameSquare dated ●, 2022 the Company accompanying the notice of this meeting (meeting, as the Arrangement may be, or may have been, be modified or amended in accordance with its terms), is hereby authorized, approved and adopted;. 2. the The plan of arrangement agreement (as it may be amended from time to time in accordance with its terms, the “Arrangement AgreementPlan of Arrangement”) among Engine Gaming and GameSquare dated December 7, 2022 and all involving the transactions contemplated thereinCompany, the full text of which is attached set out as Schedule ● A to the CircularArrangement Agreement made as of October 15, 2015 between Alamos Gold Inc. and the Company (the “Arrangement Agreement”), as the Plan of Arrangement may be modified or amended in accordance with its terms, is hereby authorized, approved and adopted. 3. The Arrangement Agreement, the actions of the directors of GameSquare the Company in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare the Company in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmed, ratified, authorized and approved; 3. the plan of arrangement (as it may be amended from time to time in accordance with its terms, the “Plan of Arrangement”) of GameSquare involving GameSquare terms are hereby ratified and the securityholders of GameSquare implementing the Arrangement, the full text of which is set out in Schedule ● to the Circular, is hereby authorized, approved and adopted;approved. 4. GameSquare is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended); 5. notwithstanding Notwithstanding that this resolution has been passed (and the Plan of Arrangement approved and agreed toadopted) by the shareholders of GameSquare the Company or that the Arrangement has been approved by the CourtOntario Superior Court of Justice (Commercial List), the directors of GameSquare the Company are hereby authorized and empowered, empowered without further notice to, to or approval of, of the shareholders of GameSquare to: the Company (ai) to amend the Arrangement Agreement or the Plan of Arrangement Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or , and (bii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement;. 65. any Any one director or officer of GameSquare the Company be and is hereby authorized and directed for and on behalf of GameSquare the Company to execute execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Registrar Director under the OBCA any for filing articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement or the Plan of Arrangement, such determination to be conclusively evidenced by the execution and delivery of such other documents; and 7. any one or more directors or officers of GameSquare is hereby authorized, acting for and on behalf and in the name of GameSquare, to execute and deliver or cause to be delivered, for filing with the Director under the OBCA, and all such agreements, forms, waivers, notices, certificate, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms Arrangement Agreement. 6. Any one director or officer of the Arrangement Agreement, including: (a) all actions required to Company be taken by or and is hereby authorized and directed for and on behalf of GameSquarethe Company to execute or cause to be executed, under the corporate seal of the Company or otherwise, and to deliver or cause to be delivered, all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and such other documents and instruments and to perform or declarations required under the Arrangement Agreement or otherwise cause to be entered into by GameSquareperformed all such other acts and things as in such person’s opinion may be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:.

Paramountcy. From and after the Effective Time: : (1a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the securities of GameSquare K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards issued or outstanding prior to the Effective Time; , (2b) the rights and obligations of the K▇▇▇▇▇▇▇ Shareholders, holders of K▇▇▇▇▇▇▇ Equity Awards, K▇▇▇▇▇▇▇, Agnico, the securities of GameSquare Depositary and any trustee and registrar or transfer agent thereforor other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and , and (3c) all actions, causes of actionsaction, claims or proceedings (actual or contingent, contingent and whether or not previously asserted) based on or in any way relating to securities of GameSquare any K▇▇▇▇▇▇▇ Shares and K▇▇▇▇▇▇▇ Equity Awards shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein. The text in this Plan of the Arrangement Resolution which GameSquare Shareholders will be asked to pass at the GameSquare Meeting is as follows:Arrangement. 1. the The arrangement (as it may bebe modified, supplemented or may have been, modified or amended in accordance with its termsamended, the “Arrangement”) under Section section 182 of the Business Corporations Act (Ontario) (the “OBCA”) involving Engine Gaming & Media, Inc. of K▇▇▇▇▇▇▇ Lake Gold Ltd. (the “Engine GamingCompany”), GameSquare Esports Inc. pursuant to the merger agreement between the Company and Agnico Eagle Mines Limited (“GameSquareAgnico”) and dated September 28, 2021, as it has been or may be modified, supplemented or amended from time to time in accordance with its terms (the securityholders of GameSquare“Merger Agreement”), all as more particularly described and set forth in the joint management information circular (of the “Circular”) of GameSquare Company and Agnico dated ●n, 2022 accompanying the notice of this meeting 2021 (as the Arrangement may bemodified, supplemented or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted; 2. the arrangement agreement (as it may be amended from time to time in accordance with its termsthe Merger Agreement, the “Arrangement AgreementCircular”) among Engine Gaming and GameSquare dated December 7), 2022 and all the transactions contemplated thereinthereby, the full text of which is attached as Schedule ● to the Circular, the actions of the directors of GameSquare in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of GameSquare in executing and delivering the Arrangement Agreement and any amendments thereto and causing the performance by GameSquare of its obligations thereunder are hereby confirmedauthorized, ratified, authorized approved and approved;adopted. 32. the The plan of arrangement (of the Company, as it has been or may be modified, supplemented or amended from time to time in accordance with the Merger Agreement and its terms, terms (the “Plan of Arrangement”) of GameSquare involving GameSquare and the securityholders of GameSquare implementing the Arrangement), the full text of which is set out in Schedule ● as Appendix n to the Circular, is hereby authorized, approved and adopted;. 3. The: (i) Merger Agreement and all the transactions contemplated therein; (ii) actions of the directors of the Company in approving the Arrangement and the Merger Agreement; and (iii) actions of the directors and officers of the Company in executing and delivering the Merger Agreement and any modifications, supplements or amendments thereto, and causing the performance by the Company of its obligations thereunder, are hereby ratified and approved. 4. GameSquare The Company is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, modified, supplemented or amended);Arrangement. 5. notwithstanding Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed toadopted) by the shareholders holders of GameSquare common shares of the Company (the “Company Shareholders”) or that the Arrangement has been approved by the Court, the directors of GameSquare the Company are hereby authorized and empowered, at their discretion, without further notice to, to or approval ofof the Company Shareholders: (i) to amend, modify or supplement the shareholders of GameSquare to: (a) amend the Arrangement Merger Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangementtheir respective terms; or and (bii) subject to the terms of the Arrangement Merger Agreement, not to proceed with the Arrangement;Arrangement and any related transactions. 6. any Any one director or officer of GameSquare the Company be and is hereby authorized and directed for and on behalf of GameSquare the Company to execute make an application to the Court for an order approving the Arrangement, to execute, under the corporate seal of the Company or otherwise, and to deliver for filing with to the Registrar Director under the OBCA any for filing articles of arrangement and all such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement Merger Agreement. 7. Any officer or director of the Plan Company is hereby authorized and directed, for and on behalf of Arrangementthe Company, to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such person’s opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of any such other documentsdocument or instrument or the doing of any such other act or thing. 1. Agnico Eagle Mines Limited (“Agnico”) is hereby authorized and directed to issue up to n common shares in the capital of Agnico (the “Consideration Shares”) in connection with the acquisition of all of the issued and to be issued common shares of K▇▇▇▇▇▇▇ Lake Gold Ltd. (“K▇▇▇▇▇▇▇”) pursuant to a plan of arrangement (the “Plan of Arrangement”) under section 182 of the Business Corporations Act (Ontario) (the “Arrangement”) in accordance with a merger agreement between Agnico and K▇▇▇▇▇▇▇ dated September 28, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Merger Agreement”), all as more particularly described and set forth in the joint management information circular dated n, 2021, as it may be amended, supplemented or otherwise modified from time to time (the “Circular”), such number of Consideration Shares consisting of: (i) up to n Consideration Shares issuable to shareholders of K▇▇▇▇▇▇▇ pursuant to the Plan of Arrangement; (ii) up to n Consideration Shares issuable upon the exercise of Agnico replacement options to be issued in exchange for K▇▇▇▇▇▇▇ options and upon the exercise, settlement or redemption of the K▇▇▇▇▇▇▇ restricted share unit and performance share unit awards to be assumed by Agnico pursuant to the Arrangement; and (iii) an additional n Consideration Shares to account for clerical and administrative matters, including to settle fractional entitlements to Consideration Shares under the Arrangement. 2. The Consideration Shares will be, when issued, validly issued as fully paid and non-assessable common shares in the capital of Agnico and 7. , at or following the effective time of the Arrangement, the registrar and transfer agent of the common shares of Agnico from time to time is hereby authorized and directed upon receipt of a direction from any one director or more officer of Agnico to countersign and deliver certificates, or other evidence of issuance, in respect of the Consideration Shares. 3. Notwithstanding that this resolution has been duly passed by the holders of common shares of Agnico (the “Agnico Shareholders”) or that the Arrangement has been approved by the Ontario Superior Court of Justice (Commercial List), the directors of Agnico are hereby authorized and empowered, at their discretion, at any time prior to the effective time of the Arrangement and without any further notice to or officers approval of GameSquare the Agnico Shareholders, to: (i) amend, supplement or modify the Merger Agreement or the Plan of Arrangement to the extent permitted by the Merger Agreement and the Plan of Arrangement, as applicable; (ii) revoke this resolution, in whole or in part, and not give effect to this resolution; (iii) increase the number of Consideration Shares issuable in connection with the Arrangement, subject to the limitations imposed by the Toronto Stock Exchange; and/or (iv) subject to the terms of the Merger Agreement, not to proceed with the Arrangement and any related transactions. 4. Any one director or officer of Agnico is hereby authorizedauthorized and directed, acting for and on behalf and in the name of GameSquareAgnico, to execute or cause to be executed and to deliver or cause to be delivered, for filing with the Director whether under the OBCAcorporate seal of Agnico or otherwise, and all such agreements, forms, waivers, notices, certificatecertificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving full force and effect to these resolutions, the foregoing resolutions and the matters authorized hereby, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including: (a) all actions required to be taken by or on behalf of GameSquare, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and (b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by GameSquarethereby, such determination to be conclusively evidenced by the execution and delivery of any such document, agreement or instrument or the doing of any such other act or thing. The text of the Engine Gaming Resolution which Engine Gaming Shareholders will be asked to pass at the Engine Gaming Meeting is as follows:.