Subject: ESE Entertainment Inc.
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File: '\\swfile\EmailIn\20250922 143322 Attachment 2025-09-22 NR - PP First Tranche closes.docx'
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ESE Entertainment Announces Closing of the First Tranche of its Previously Announced Private Placement Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia, September 22, 2025 - ESE Entertainment Inc. ("ESE" or the "Company") (TSX-V: ESE) (OTCQB: ENTEF) is pleased to announce the closing of the first tranche (the "First Tranche") of its previously announced non-brokered private placement financing (the "Offering") through the issuance of 8,801,834 common shares of the Company ("Shares") at a price of $0.06 per Share for gross proceeds of $528,110.
The Company intends to use the net proceeds from the First Tranche for general working capital.
In connection with the First Tranche, the Company paid cash commissions of $35,448 to certain finders and issued 590,800 non-transferable finder's warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder thereof to purchase one Share at an exercise price of $0.06 per Share for a period of 24 months from the date of issuance.
ESE also announces that it has agreed to settle aggregate indebtedness of $115,500 owed to various creditors through the issuance of an aggregate of 1,925,000 common shares of the Company (the "Settlement Shares") at an issue price of $0.06 per Settlement Share (the "Debt Settlement").
The Offering and Debt Settlement remain subject to final acceptance from the TSX Venture Exchange (the "TSXV"). All securities issued or issuable in connection with the First Tranche and the Debt Settlement will be subject to applicable hold periods imposed under applicable securities legislation, including a hold period of 4 months and one day from the date of issuance.
The securities being offered have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons or persons in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
ESE Entertainment Inc.
Konrad Wasiela
Chief Executive Officer and Director
+1 (437) 826-4012
About ESE Entertainment Inc.
ESE is a global technology company focused on gaming. 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 ecommerce channels, esports teams, and gaming leagues.www.esegaming.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
ESE Entertainment Inc.
For further information about ESE, please contact:
investors@esegaming.com
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things: the anticipated use of proceeds from the First Tranche; and the timing and receipt of all required approvals, including TSXV approval, to complete the Offering and the Debt Settlement.
These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: delays in obtaining or failure to obtain required regulatory approvals for the Offering and the Debt Settlement, including TSXV approval; the inability of the Company to utilize the anticipated proceeds of the First Tranche as anticipated; and risks related to global financial markets, including the trading price of the Company's shares.
In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation: the Company will obtain the required regulatory approvals for the Offering and the Debt Settlement, including TSXV approval; and the Company will use the proceeds of the First Tranche as currently anticipated.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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