ESE Announces Grant of Incentive Stock Options

VANCOUVER, BC – March 17, 2022 – ESE Entertainment Inc. (“ESE”, or the “Company”) (TSXV: ESE) (OTCQB: ENTEF) announces that it has granted incentive stock options (the “Options”) to purchase an aggregate of 2,098,000 common shares (the “Common Shares”) of the Company to certain directors, officers, employees and consultants of the Company and its subsidiaries pursuant to the Company’s equity incentive plan (the “Option Grant”). Each Option confers upon its holder the right to purchase one Common Share at a price of $0.91 per Common Share for a period of five years from the date of grant. Pursuant to the Company’s equity incentive plan, the Company may grant up to a maximum number of options equal to 10% of its issued and outstanding Common Shares. Following the Option Grant, the Company has a total of 6,183,000 options outstanding, being 8.7% of its issued and outstanding Common Shares.

The issuance of the Options, as contemplated in this news release, is subject to the terms of the Company’s equity incentive plan and TSX Venture Exchange approval.

Of the Options granted, 650,000 Options were granted to directors and officers of the Company. The Company relied on section 5.5(b) of Multilateral Instrument 61-101 – Protection of Minority ‎Security Holders in ‎Special Transactions ‎‎(“MI 61-‎‎101“)‎ as the exemption from the formal ‎‎valuation ‎requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the ‎Options grant to the directors and ‎officers of the Company, as no securities of ‎ the Company are listed on a ‎specified market as defined in MI 61-101. The Company relied on section ‎‎5.7(1)(a) of MI 61-101 as the exemption from ‎the minority approval ‎requirements of MI 61-101 and TSX Venture Exchange Policy 5.9 ‎in ‎respect ‎of the Options grant to the directors and officers of the Company, as neither the fair ‎‎market value of the subject matter of, nor the fair market value ‎of the consideration for, the Options granted to the directors and officers of the Company exceeded 25% of the Company’s ‎‎market capitalization.‎‎

About ESE

ESE is a Europe based entertainment and technology company focused on gaming and esports. 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. In addition to the Company’s organic growth opportunities, the Company is considering selective acquisitions that align with its objective of becoming a dominant global player in esports technology and infrastructure. |

Forward-Looking Statements

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, statements with respect to the exercise of the Options, and the approval of the Option Grant by the TSX Venture Exchange. 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.

SOURCE ESE Entertainment Inc.

For further information about ESE, please contact:

Daniel Mogil, Investor Relations


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