An anonymous director reports
ESE ANNOUNCES CLOSING OF PRIVATE PLACEMENT
OF CONVERTIBLE DEBENTURE UNITS
ESE Entertainment Inc. has closed a private placement offering of secured convertible debenture units of the company for gross proceeds of $1.25-million through the issuance of 1,250 units at a price of $1,000 per unit.
Pursuant to the offering, each unit comprised one secured convertible debenture having principal amount of $1,111.11 and 2,500 common share purchase warrants of the company. The aggregate principal amount of the debentures issued pursuant to the offering is $1,388,888.89, inclusive of a 10-per-cent original issue discount (OID). The debentures will mature on the date that is 24 months from the date of issuance (the maturity date). The debentures will not bear interest, but on the one-year anniversary of the closing date, the principal amount then outstanding under the debentures will be increased by 10 per cent (the annual increase). The repayment of the principal amount of the debentures will be secured by a general security agreement over all of the company's assets.
The entire principal amount of the debenture, excluding the amounts attributed to the OID and the annual increase, may be converted at the election of the holder thereof into common shares in the capital of the company at a conversion price of 40 cents per common share at any time prior to the maturity date. Subject to prior approval of the TSX Venture Exchange, the amounts attributed to the OID and the annual increase may also be converted into common shares at the conversion price.
Each warrant will entitle the holder thereof to acquire one common share at a price of 70 cents per common share for a period of 24 months from the closing.
The company intends to use the net proceeds from the offering for instalment payments under an acquisition agreement and for business development and general corporate purposes.
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. The warrants and the common shares 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.
About ESE Entertainment Inc.
ESE Entertainment is a global 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 Entertainment 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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