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

VANCOUVER, BC / ACCESSWIRE / August 9, 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 it has entered into a definitive share purchase agreement dated August 5, 2023 (the "SPA") with an affiliate of BlackPines Capital Partners Ltd., ("BlackPines" or the "Purchaser") for the sale of 70% of the issued and outstanding shares (the "Transaction") of the Company's wholly-owned subsidiary, 9327-7358 Quebec Inc. dba GameAddik ("GameAddik"). The remaining 30% of the issued and outstanding shares of GameAddik will be retained by the Company.

"We couldn't be more excited about our investment in GameAddik and partnership with ESE Entertainment," said Darren Huston, CEO & Founder of BlackPines. "We have an ambitious plan to invest in and grow the business, and to help an already outstanding team deliver industry-best marketing ROIs to a growing roster of PC game industry customers."

Konrad Wasiela, CEO of ESE expressed, "This transaction and partnership with BlackPines marks a significant milestone in ESE's growth trajectory. We're aligning our growth path with a proven technology executive and entrepreneur with world-class exits. We're confident that this partnership will propel GameAddik, and ESE as a whole, into a period of growth. The synergy will empower GameAddik to harness its full potential, further enabling ESE to deliver premier services to the gaming community. As we retain a strategic stake in GameAddik, we'll continue to be a part of its journey, ensuring this partnership fuels mutual growth and success in our industry."

Eric Jodoin, CEO of GameAddik commented, "With BlackPines on board, our growth is set to accelerate, granting our clients access to an expanded array of tools within our comprehensive turnkey gamer acquisition solution. Together, we are poised to reach new heights and revolutionize the gaming industry."

Under the terms of the SPA, the Purchaser has agreed to pay 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.

The Transaction constitutes a Reviewable Transaction pursuant to the policies of the TSX Venture Exchange (the "Exchange"), and completion of the Transaction remains subject to approval of the Exchange, as well as other conditions customary to transactions of this nature. The Transaction does not involve any Non-Arm's Length Parties (as defined in Exchange Policies).

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. | www.esegaming.com

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. | www.blackpinescapital.com

CAUTIONARY NOTE REGARDING 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, statements with respect to: the Transaction and the completion thereof; the satisfaction of conditions of closing the Transaction, including obtaining Exchange approval; 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 Transaction may not be completed or that 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.

For further information about ESE, please contact:
investors@esegaming.com

SOURCE: ESE Entertainment Inc.