Mr. Konrad Wasiela reports

ESE ANNOUNCES THE SALE OF A 70% INTEREST IN GAMEADDIK IN AN ALL-CASH TRANSACTION, RETAINING A STRATEGIC 30% INTEREST

ESE Entertainment Inc. has entered into a definitive share purchase agreement (SPA) dated Aug. 5, 2023, with an affiliate of BlackPines Capital Partners Ltd. for the sale of 70 per cent of the issued and outstanding shares of the company's wholly owned subsidiary, 9327-7358 Quebec Inc., doing business as GameAddik. The remaining 30 per cent of the issued and outstanding shares of GameAddik will be retained by the company.

"We couldn't be more excited about our investment in GameAddik and partnership with ESE Entertainment," said Darren Huston, chief executive officer and founder of BlackPines. "We have an ambitious plan to invest in and grow the business, and to help an already outstanding team deliver industry-best marketing ROIs [return on investments] to a growing roster of PC game industry customers."

Konrad Wasiela, CEO of ESE, expressed: "This transaction and partnership with BlackPines marks a significant milestone in ESE's growth trajectory. We're aligning our growth path with a proven technology executive and entrepreneur with world-class exits. We're confident that this partnership will propel GameAddik, and ESE as a whole, into a period of growth. The synergy will empower GameAddik to harness its full potential, further enabling ESE to deliver premier services to the gaming community. As we retain a strategic stake in GameAddik, we'll continue to be a part of its journey, ensuring this partnership fuels mutual growth and success in our industry."

Eric Jodoin, CEO of GameAddik, commented: "With BlackPines on board, our growth is set to accelerate, granting our clients access to an expanded array of tools within our comprehensive turnkey gamer acquisition solution. Together, we are poised to reach new heights and revolutionize the gaming industry."

Under the terms of the SPA, the purchaser has agreed to pay to the company an aggregate purchase price of $9.1-million in cash, subject to customary adjustments, and subject to a 15-per-cent hold-back for certain indemnification obligations of the company under the SPA. The hold-back will be released to the company in two equal tranches on each of the six-month and 12-month anniversaries of the closing, respectively, subject to any outstanding or pending claims for indemnification.

The transaction constitutes a reviewable transaction pursuant to the policies of the TSX Venture Exchange, and completion of the transaction remains subject to approval of the exchange, as well as other conditions customary to transactions of this nature. The transaction does not involve any non-arm's-length parties (as defined in exchange policies).

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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