Mr. Konrad Wasiela reports

ESE ANNOUNCES THE SALE OF MINORITY INTEREST IN GAMEADDIK

ESE Entertainment Inc. has entered into a definitive share purchase agreement dated July 14, 2024, with BPV Games Limited Partnership (the purchaser), an affiliate of BlackPines Capital Partners Ltd., for the sale of its remaining 30-per-cent interest in 9327-7358 Quebec Inc. (doing business as GameAddik). GameAddik is an advertising technology company that provides technology-driven marketing solutions for the gaming industry.

The company sold 70 per cent of its interest in GameAddik on Aug. 14, 2023, to the purchaser, subject to a 15-per-cent holdback to be released in two equal tranches on each of the six-month and 12-month anniversaries of closing, the first tranche of which was received on Feb. 14, 2024.

Pursuant to the terms of the share purchase agreement, the company has agreed to sell its remaining 30-per-cent interest in GameAddik to the purchaser for consideration of $4,030,925, payable in cash on closing. The purchaser will also pay the company the second tranche of the holdback from the initial disposition, being $548,159 on Aug. 14, 2024. No finders' fees will be payable in connection with the transaction.

The proceeds from the transaction will allow the company to improve its cash position without causing dilution to its shareholders, to settle certain liabilities, to invest in the further development of its core business operations, and to explore other strategic opportunities to provide shareholder value in the near term and the long term. The transaction remains subject to the satisfaction of customary closing conditions, including applicable regulatory approvals (including the acceptance of the TSX Venture Exchange) and the receipt of the shareholder consent (defined herein).

The transaction constitutes an arm's-length transaction within the meaning of the policies of the and constitutes a reviewable disposition in accordance with TSX-V Policy 5.3, Acquisitions and Dispositions of Non-Cash Assets. TSX-V Policy 5.3 also requires ESE to obtain disinterested shareholder approval for the transaction, which the company intends to seek by way of written consent of disinterested shareholders holding more than 50 per cent of the issued and outstanding shares of the company, excluding shares held by the purchaser, its associates, affiliates and any non-arm's-length parties to the purchaser. The company's management and board of directors, holding approximately 24 per cent of the outstanding shares of the company, have unanimously approved the transaction and are expected to execute written consents in favour of the transaction. If the share purchase agreement is terminated as a result of the company being unable to obtain the shareholder consent, the company will be required to pay a break fee of $100,000 to the purchaser.

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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