ESE Announces Closing of $8.6 Million Bought Deal Public Offering

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 19, 2021 (GLOBE NEWSWIRE) — ESE Entertainment Inc. (TSX-V: ESE) (OTCQB: ENTEF) (“ESE” or the “Company“) is pleased to announce that it has closed its previously announced bought deal public offering for gross proceeds of $8,629,600, which includes the full exercise of the Over-Allotment Option (the “Offering”). Under the Offering, the Company sold 6,164,000 units of the Company (the “Units”) at a price of $1.40 per Unit (the “Issue Price”). Canaccord Genuity Corp. acted as sole bookrunner and lead underwriter (the “Lead Underwriter“) on behalf of a syndicate of underwriters comprised of Roth Canada, ULC, Stifel Nicolaus Canada Inc., and PI Financial Corp. (together with the Lead Underwriter, the “Underwriters“).

Pursuant to an underwriting agreement among the Company and the Underwriters, the Underwriters agreed to purchase, on a “bought deal” basis, an aggregate of 5,360,000 Units at the Issue Price, for gross proceeds of $7,504,000 to the Company. The Company granted the Underwriters an option (the “Over-Allotment Option“) to purchase up to an additional 804,000 Units at the Issue Price, to cover over-allotments, if any, and for market stabilization purposes. The Underwriters exercised the Over-Allotment Option in full, resulting in additional gross proceeds of $1,125,600 to the Company.

Each Unit consists of one common share of the Company (each, a “Common Share“) and one Common Share purchase warrant (a “Warrant“). Each Warrant is exercisable to acquire one Common Share at a price of $1.95 at any time before July 19, 2023. The expiry date of the Warrants may be accelerated by the Company if the volume weighted average price of the Common Shares on the TSX Venture Exchange is greater than $2.925 for the preceding ten (10) consecutive trading days, at which time the Company may accelerate the expiry date of the Warrants to a date that is at least thirty (30) trading days following the date of such written notice.

The Units were offered by way of a short form prospectus filed in every province of Canada, other than Quebec. The net proceeds of the Offering will be used for business development, general working capital, and other general corporate purposes.

In connection with the Offering, the Company paid the Underwriters a cash commission of $604,072 and issued to the Underwriters an aggregate of 431,480 warrants of the Company (the “Underwriters’ Warrants“). Each Underwriters’ Warrant is exercisable to acquire one Unit at any time before July 19, 2023. Additionally, the Company issued 154,100 Units to the Lead Underwriter as a corporate finance fee.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act“) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

FOR MORE INFORMATION ABOUT ESE, PLEASE CONTACT:

Daniel Mogil, Investor Relations
investors@esegaming.com
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 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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