ESE Completes Sale of 70% Interest in GameAddik in an All-Cash Transaction, Retaining a Strategic 30% Interest

VANCOUVER, British Columbia, August 16, 2023 – ESE Entertainment Inc. (TSXV: ESE) (OTCQX: ENTEF) (“ESE” or the “Company”), a gaming and esports company that provides a range of services to leading video game developers and publishers, is pleased to announce that, further to its news release dated August 9, 2023, it has completed the sale of 70% of the issued and outstanding shares of the Company’s wholly-owned subsidiary, 9327-7458 Quebec Inc. DBA GameAddik (“GameAddik”) to BPV Games Limited Partnership (“BPV”), an affiliate of BlackPines Capital Partners Ltd., (“BlackPines”) (the “Transaction”). The remaining 30% of the issued and outstanding shares of GameAddik will be retained by the Company.

For further information respecting GameAddik and the terms of the Transaction, please see the Company’s news release dated August 9, 2023.

Konrad Wasiela, CEO of ESE, commented, “We are excited to finalize this strategic transaction with BlackPines and to collaborate with Darren Huston and his team. This step is key in our commitment to maintain a position of strength while minimizing dilution and increasing shareholder value. We are also retaining a 30% stake in GameAddik, which underscores our belief in its long-term potential in its future success. In addition, we are going to aggressively roll into the next phase of our business growth, which includes focusing on the growth of our core assets. We have a clear plan and are ready to get to work on executing.”

Under the terms of the share purchase agreement between ESE and BPV (the “SPA”), BPV paid to the Company an aggregate purchase price of $9,100,000 in cash, subject to customary adjustments (the “Purchase Price”), and subject to a 15% holdback for certain indemnification obligations of the Company under the SPA. The holdback will be released to the Company in two equal tranches on each of the 6-month and 12-month anniversaries of the closing, respectively, subject to any outstanding or pending claims for indemnification. As part of the transaction costs in connection with the Transaction, ESE paid ZDK Holdings Ltd., DBA Kepler Acquisition Group a fee of 2% of the transaction value for providing M&A advisory services in connection with the Transaction.

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 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. |

About BlackPines Capital Partners Ltd.

BlackPines Capital Partners is a private holding company that owns a portfolio of companies, manages direct investments, and provides strategic long-term advice to companies to accelerate growth, maximize potential, and deliver long-term sustainable profitability. |


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: payment of the holdback funds pursuant to the SPA; GameAddik’s growth plan; ESE’s growth trajectory and the effect of the Transaction on same; the benefits of the Transaction for ESE; and the synergies that ESE hopes to realize from the Transaction. 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, including that the ESE may not realize the expected benefits of the Transaction. 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.

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