03:38:09 EDT Mon 29 Apr 2024
Enter Symbol
or Name
USA
CA



ESE Entertainment Inc
Symbol ESE
Shares Issued 71,068,860
Close 2022-04-14 C$ 0.84
Market Cap C$ 59,697,842
Recent Sedar Documents

ORIGINAL: ESE Entertainment closes second tranche of placement

2022-04-14 20:44 ET - News Release

Received by email:

File: '\\office\emailin\20220414 173117 Attachment ESE News Release - Unsecured Convertible Note PP (Second Second Tra
--->nche) (final).docx'

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR
DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

ESE Announces Closing of Second Tranche of Private Placement 
of Convertible Note Units

VANCOUVER, British Columbia, April 14, 2022 - ESE Entertainment Inc. ("ESE" or the "Company") (TSXV: ESE) (OTCQB: ENTE
--->F) is pleased to announce that, further to its April 11, 2022 news release announcing the closing of the first tranche
---> (the "First Tranche") of its private placement (the "Offering") of convertible note units (each, a "Unit"), it has cl
--->osed the second tranche (the "Second Tranche") of the Offering for gross proceeds of $679,000 through the issuance of 
--->679 Units at a price of $1,000 per Unit. 

Between the First Tranche and the Second Tranche, the Company issued a total of 1,605 Units, for aggregate gross proce
--->eds of $1,605,000.

Each Unit is composed of $1,000 in principal amount of an unsecured convertible note (each, a "Note") and 313 common s
--->hare purchase warrants (each, a "Warrant") of the Company. Each Note will mature on the date that is twenty-four (24) 
--->months from its date of issuance (the "Maturity Date") and will bear interest at a simple rate of 10% per annum. Inter
--->est will be payable quarterly on the last business day of each quarter, commencing on June 30, 2022. The entire princi
--->pal amount of each Note may be converted at the election of the holder thereof into common shares in the capital of th
--->e Company (each, a "Common Share") at a conversion price of $1.60 per Common Share (the "Conversion Price") at any tim
--->e prior to the Maturity Date. Subject to prior approval of the TSX Venture Exchange (the "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 pe
--->riod of twenty-four (24) months from the date of issuance, subject to the Company's right to accelerate the expiry dat
--->e of the Warrants to a date which is 30 days after the date on which a written notice is provided to the holders of Wa
--->rrants if the daily volume-weighted average trading price of the Common Shares on the Exchange is greater than $2.25 f
--->or any 15 consecutive trading days, subject to receipt of any required approvals from the Exchange. 

In connection with the Second Tranche of the Offering, the Company paid Aligned Capital Partners Inc. and Echelon Weal
--->th Partners Inc. (the "Finders") cash finder's fees in the aggregate of $47,530 and issued a total of 29,707 finder wa
--->rrants to the Finders (the "Finder Warrants"). Each Finder Warrant is exercisable at $1.60 for a period of twenty-four
---> (24) months from the date of issuance. The Company also wishes to correct the disclosure included in its news release
---> dated April 11, 2022 regarding the Finder Warrants issued in connection with the First Tranche. A total of $64,750 wa
--->s paid in cash and a total of 40,469 Finder Warrants were issued to Echelon Wealth Partners Inc. in connection with th
--->e First Tranche, rather than the $68,250 and 42,656 Finder Warrants disclosed in the April 11, 2022 news release. 

The Company intends to use the net proceeds from the Offering to fund acquisitions and business development and for ge
--->neral working capital purposes.

The Units, Notes, Warrants, Finder Warrants and any securities issuable upon conversion or exercise thereof, are and w
--->ill be subject to a statutory hold period of four months and one day from the date of issuance of the Units. The Offer
--->ing is subject to final approval by the Exchange.

The Units were offered and sold on a private placement basis in Canada pursuant to exemptions from the prospectus requ
--->irements under National Instrument 45-106 - Prospectus Exemptions and BC Instrument 72-503 - Distribution of Securitie
--->s Outside of British Columbia. 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in 
--->the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the 
--->"U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S.
---> Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act an
--->d applicable state securities laws or an exemption from such registration is available.

About ESE
ESE is a Europe based entertainment and technology company focused on gaming and esports. 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 ecommerce channels, esports teams, and gaming leagues.
---> In addition to the Company's organic growth opportunities, the Company is considering selective acquisitions that ali
--->gn with its objective of becoming a dominant global player in esports technology and infrastructure. | www.esegaming.c
--->om

Forward-Looking Statements
This news release contains certain statements that may constitute forward-looking information under applicable securit
--->ies laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, de
--->velopments, performance or achievements that ESE anticipates or expects may or will occur in the future (in whole or i
--->n part) should be considered forward-looking information. Such information may involve, but is not limited to, stateme
--->nts with respect to: (i) the Company's intended use of proceeds from the Offering; and (ii) the Exchange's final appro
--->val of the Offering. Often, but not always, forward-looking information can be identified by the use of words such as 
--->"plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "beli
--->eves" or variations (including negative variations) of such words and phrases, or statements formed in the future tens
--->e or indicating that certain actions, events or results "may", "could", "would", "might" or "will" (or other variation
--->s of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently av
--->ailable competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this new
--->s release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual
---> results, performance or achievements of ESE to be materially different from any future results, performance or achiev
--->ements expressed or implied by the forward-looking information. Such factors may be based on information currently ava
--->ilable to ESE, including information obtained from third-party industry analysts and other third-party sources, and ar
--->e based on management's current expectations or beliefs regarding future growth, results of operations, future capital
---> (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking informati
--->on contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of E
--->SE should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the 
--->TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE ESE Entertainment Inc.
For further information about ESE, please contact:
investors@esegaming.com




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