18:38:03 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



ESE Entertainment Inc
Symbol ESE
Shares Issued 71,068,860
Close 2022-04-11 C$ 0.92
Market Cap C$ 65,383,351
Recent Sedar Documents

ESE Entertainment closes $926,000 note offering

2022-04-11 17:34 ET - News Release

Mr. Daniel Mogil reports

ESE ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF CONVERTIBLE NOTE UNITS

ESE Entertainment Inc. has closed a private placement offering of convertible note units of the company for gross proceeds of $926,000 through the issuance of 926 units at a price of $1,000 per unit.

Pursuant to the offering, each unit comprises $1,000 in principal amount of an unsecured convertible note and 313 common share purchase warrants of the company. The notes will mature on the date that is 24 months from the date of issuance and will bear interest at a simple rate of 10 per cent per annum. Interest will be payable quarterly on the last business day of each quarter, commencing on June 30, 2022. The entire principal amount of the notes may be converted at the election of the holder thereof into common shares in the capital of the company at a conversion price of $1.60 per common share at any time prior to the maturity date. Subject to prior approval of the TSX Venture Exchange, the accrued but unpaid interest may also be converted into common shares at a conversion price equal to the greater of: (i) $1.60; and (ii) the market price (as defined in the policies of the exchange) as of the date of conversion.

Each warrant will entitle the holder thereof to acquire one common share at a price of $1.60 per common share for a period of 24 months from the closing, subject to the company's acceleration right. The company will have the right to accelerate the expiry date of the warrants to a date which is 30 days after the date on which a written notice is provided to the holders of warrants if the daily volume weighted average trading price of the common shares is greater than $2.25 for any 15 consecutive trading days on the exchange, subject to receipt of any required approvals from the exchange.

In connection with the private placement, the company paid Echelon Wealth Partners Inc. a cash finder's fee totalling $68,250 and issued a total of 42,656 finder's warrants to the finder. Each finder's warrant is exercisable at $1.60 for a period of 24 months from the date of issuance.

The company intends to use the net proceeds from the offering to finance acquisitions and business development, and for general working capital purposes.

The units, notes, warrants, finder's warrants, and any securities issuable upon conversion or exercise thereof, will be subject to a statutory hold period of four months and one day from the date of issuance of the units. The offering is subject to final approval by the exchange.

The units were offered and sold by private placement in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106, Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the units, notes, warrants or any underlying securities.

The company anticipates closing a second tranche of the offering for gross proceeds of up to an additional $1.5-million shortly.

About ESE Entertainment Inc.

ESE is a Europe-based entertainment and technology company focused on gaming and e-sports. The company provides a range of services to leading video game developers, publishers and brands by providing technology, infrastructure and fan engagement services internationally. ESE also operates its own e-commerce channels, e-sports teams and gaming leagues. In addition to the company's organic growth opportunities, the company is considering selective acquisitions that align with its objective of becoming a dominant global player in e-sports technology and infrastructure.

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