Mr. Konrad Wasiela reports

ESE ANNOUNCES LETTER OF INTENT FOR ACCRETIVE SALE OF DIGITAL MOTORSPORTS AND FRENZY FOR $41M CAD

ESE Entertainment Inc. has entered into a non-binding letter of intent (LOI), dated March 28, 2023, with a United States special purpose acquisition company (SPAC) and a gaming media company (GamingMediaCo) with key operations in Latin America, contemplating the acquisition of ESE's wholly owned subsidiaries, Auto Simulation Ltd., doing business as Digital Motorsports (DMS), and Frenzy sp zoo, alongside purchaser's acquisition of GamingMediaCo. The purchaser is a Nasdaq-listed company with over $130-million in cash and cash equivalents in its treasury and in trust as of its most recent filings.

The LOI contemplates the transaction being completed by way of an amalgamation, merger or other business combination among the purchaser, ESE, GamingMediaCo, DMS and Frenzy, although the final structure of the transaction has not yet been finalized and remains subject to the receipt of structuring advice by the parties. The issuer resulting from the transaction is expected to trade on the Nasdaq and will continue the operation of the existing businesses of DMS and Frenzy. The consideration for the acquisition of DMS and Frenzy is currently anticipated to be paid in common shares of the resulting issuer valued at $41-million. Further, ESE would be entitled to additional common shares of the resulting issuer upon the resulting issuer achieving certain milestones related to the resulting issuer's share performance on the Nasdaq.

The completion of the transaction remains subject to a number of conditions, including satisfactory due diligence, the receipt of structuring advice by the parties, approval of the board of directors of each of the parties, entry into a binding agreement, the receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange and the Nasdaq, and other conditions customary to transactions of this nature. The transaction is at arm's-length and, as currently contemplated, no finder's fees will be paid thereon. There can be no assurance that the transaction will be completed as proposed or at all.

Further updates and particulars of the transaction will be provided upon the company and the purchaser entering into a binding agreement for the transaction.

About ESE Entertainment Inc.

ESE 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 also operates its own e-commerce channels, e-sports teams and gaming leagues.

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