Mr. Konrad Wasiela reports

ESE ANNOUNCES CLOSING OF THIRD TRANCHE OF PRIVATE PLACEMENT OF CONVERTIBLE NOTE UNITS

Further to the news releases dated April 11 and April 14, 2022, announcing the closing of the first and second tranches of its private placement of convertible note units, ESE Entertainment Inc. has closed the third and final tranche of the offering for gross proceeds of $75,000 through the issuance of 75 units at a price of $1,000 per unit.

Between the prior tranches and the third tranche, the company issued a total of 1,680 units for aggregate gross proceeds of $1.68-million.

Each unit is composed of $1,000 in principal amount of an unsecured convertible note and 313 common share purchase warrants of the company. Each note will mature on the date that is 24 months from its 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 each note 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 date of issuance, subject to the company's 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 on the exchange is greater than $2.25 for any 15 consecutive trading days, subject to receipt of any required approvals from the exchange.

In connection with the third tranche of the offering, the company paid Echelon Wealth Partners Inc. cash finder's fees in the aggregate of $5,250 and issued a total of 3,281 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.

Konrad Wasiela, chief executive officer of ESE, commented: "We are pleased to close on aggregate gross proceeds of $1.68-million, which will directly help us execute on our growth initiatives in the months ahead. We are always cognizant of shareholder value and believe the terms and conversion price of $1.60 per share is in the best interest of our entire shareholder base. We are in a period of growth and look forward to continued execution in our business."

The units, notes, warrants, finder's warrants and any securities issuable upon conversion or exercise thereof are and 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 on a private placement basis in Canada pursuant to exemptions from the prospectus requirements under National Instrument 45-106 (Prospectus Exemptions) and B.C. Instrument 72-503 (Distribution of Securities Outside of British Columbia).

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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