ESE Announces Receipt for Final Short Form Prospectus

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

VANCOUVER, British Columbia, July 15, 2021 (GLOBE NEWSWIRE) — ESE Entertainment Inc. (TSX-V: ESE) (OTCQB: ENTEF) (“ESE” or the “Company“) is pleased to announce that it has filed a short form prospectus (the “Prospectus”) and obtained a receipt (the “Receipt”) in each of the provinces of Canada, other than Quebec, in connection with its previously announced “bought deal” public offering of units (the “Offering”).

Pursuant to an underwriting agreement among Canaccord Genuity Corp., as sole bookrunner and lead underwriter (the “Lead Underwriter“), Roth Canada, ULC, Stifel Nicolaus Canada Inc., and PI Financial Corp. (together with the Lead Underwriter, the “Underwriters“), the Underwriters agreed to purchase, on a “bought deal” basis, an aggregate of 5,360,000 units of the Company (each, a “Unit“) at a price of $1.40 per Unit (the “Issue Price“) for aggregate gross proceeds to the Company of $7,504,000. Each Unit consists of one common share of the Company (each, a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $1.95 per Common Share for a period of twenty-four (24) months from the Closing Date (as defined herein).

The Company has granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 804,000 Units (the “Over-Allotment Units“) at the Issue Price, to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option is exercisable at any time, in whole or in part, for a period of thirty (30) days after and including the Closing Date (as defined herein), which, if exercised in full, would result in additional gross proceeds of $1,125,600 to the Company.

The Offering is expected to close on or about July 19, 2021 (the “Closing Date“), and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

Further information about the Offering is included in the Prospectus, as well as the Company’s news release dated May 26, 2021, both of which can be obtained under the Company’s corporate profile on SEDAR at www.sedar.com.

FOR MORE INFORMATION ABOUT ESE, PLEASE CONTACT:

Daniel Mogil, Investor Relations
[email protected]
647-492-1535

About ESE Entertainment Inc.

ESE is a Europe based entertainment and technology company focused on gaming, particularly on esports. ESE consists of multiple assets and world-class operators in the gaming and esports industries. Capabilities include but are not limited to: physical infrastructure, broadcasting, global distribution for gaming and esports-related content, advertising, sponsorship support, and a growing esports team franchise, K1CK Esports. ESE is focused on bridging Europe, Asia and North America. | www.ese.gg

Forward-Looking Information

This news release contains certain statements that may constitute forward-looking information under applicable securities laws. All statements, other than those of historical fact, which address activities, events, outcomes, results, developments, performance or achievements that ESE anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. Such information may involve, but is not limited to, comments with respect to: (i) the Offering and the expected closing date of the Offering; (ii) the Underwriters’ exercise of the Over-Allotment Option; and (iii) the intended use of proceeds from the Offering. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of ESE to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to ESE, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs regarding future growth, results of operations, future capital (including the amount, nature and sources of funding thereof) and expenditures. Any and all forward-looking information contained in this press release is expressly qualified by this cautionary statement. Trading in the securities of ESE should be considered highly speculative.

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.

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