Mr. Konrad Wasiela reports

ESE ENTERTAINMENT CEO SHARES INSIGHTS ON LOI FOR SALE OF DIGITAL MOTORSPORTS AND FRENZY FOR CONSIDERATION VALUED AT $41M CAD

ESE Entertainment Inc. has provided an update regarding the previously announced letter of intent for the sale of its wholly owned subsidiaries, Digital Motorsports (DMS) and Frenzy, for consideration valued at $41-million. ESE's management team and board of directors have been working diligently to unlock the true value of the company's assets and believe that the transaction will be a significant step toward that goal.

Konrad Wasiela, chief executive officer of ESE, commented: "The Frenzy and DMS businesses collectively represent approximately 17 per cent of ESE's total business by sales. While these businesses have contributed to the overall growth of the company, management and the board of directors believe that they have not been adequately valued. By carving out these assets, ESE is taking the first step to better highlight the value of its core intellectual property and technology, GameAddik. Our business has been growing rapidly, and we are strategically shifting towards focus on our technology and data-driven business.

"The sale of DMS and Frenzy is expected to increase the book value of ESE, enhance cash reserves and liquidity, and improve the company's balance sheet. As ESE focuses on its core technology and data operations, the divestiture will enable the company to improve margins and work towards profitability, ultimately benefiting ESE shareholders."

The LOI contemplates that the transaction will be completed by way of an amalgamation, merger, or other business combination among the purchaser, DMS and Frenzy. The issuer resulting from the transaction is expected to trade on the Nasdaq and continue the operation of DMS and Frenzy's existing businesses. The consideration for the acquisition of DMS and Frenzy is anticipated to be paid in common shares of the resulting issuer, valued at $41-million. ESE would further 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 closing of the transaction remains subject to various conditions, including satisfactory due diligence, approval of the board of directors of each party, entry into a binding agreement and receipt of all necessary regulatory approvals. ESE will provide further updates and particulars of the transaction upon entering into a binding agreement for the transaction.

For further information regarding the LOI and the transaction, please see the company's press release dated March 29, 2023.

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.

We seek Safe Harbor.