ESE (OTC: ENTEF) Completes Acquisition of Auto Simulation Limited T/A Digital Motorsports

VANCOUVER, British Columbia, Sept. 15, 2021 — ESE Entertainment Inc. (TSXV: ESE) (OTCQB: ENTEF) (the “Company” or “ESE”) is pleased to announce that it has completed its previously announced acquisition of 100% of the shares of Auto Simulation Limited T/A Digital Motorsports (“Digital Motorsports”), an Ireland-based provider of advanced simulation racing infrastructure, technology and support.

Under the terms of a share purchase agreement dated August 13, 2021, ESE acquired 100% of the issued and outstanding shares of Digital Motorsports (the “Transaction”). The purchase price consisted of: (i) CAD $1,681,250 in cash paid on closing of the Transaction (the “Closing”); (ii) 941,500 common shares of the Company (each, a “Common Share”) issued on Closing; and (iii) up to 8,473,500 Common Shares to be released in six (6) equal installments every six (6) months, with the first installment being released on December 31, 2021, subject to achievement of certain post-Closing revenue-based milestones. The Company has also agreed to make a capital contribution to Digital Motorsports in the amount of €250,000 to fund Digital Motorsports’s working capital needs. The co-owners of Digital Motorsports have agreed to continue to run the operations of Digital Motorsports after Closing, to ensure continuous business operations and a smooth transfer of Digital Motorsports’s business to the Company. The Company paid finder’s fees of $42,031 and 235,375 Common Shares to each of ZDK Holdings Ltd., a company controlled by Zachary Dolesky, and Netberry OU, a company controlled by Martin Minc, for their roles in introducing the parties and for M&A advisory in connection with the Transaction.

For further information respecting Digital Motorsports, please see the Company’s news release dated August 16, 2021.

Konrad Wasiela, CEO of ESE commented, “Closing this deal catapults our digital motorsports business to a new level, providing us with an industry leading ecommerce platform, new technologies, global tier 1 partnerships and additional esports infrastructure. The synergies are clear and our vision to become the #1 global brand for esports in the Motorsports industry remains”.

Niall Maher, CEO of Digital Motorsports commented, “Digital Motorsports (DMS) has built a pioneering global brand that converges motorsport with esports. The global motorsport industry is worth approximately €159 Billion with 2.7 million motorsport participants. DMS is set to capture market share by creating a clear bridge between professional motorsport and esports. This deal gives our brand the access to the tier 1 infrastructure, resources and capital to help take our business to the next level”.

About ESE
ESE is a Europe based entertainment and technology company focused on gaming, particularly on 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. |

About Digital Motorsports
Digital Motorsports is an award-winning organization and one of the leading sim racing solutions providers in Europe, specializing in building bespoke simulators and offering turnkey simulator packages. Digital Motorsports has key vendor distribution rights and partnerships in the industry, and has worked with world champions across multiple disciplines from F1, WEC, WRC, Drifting, and more. |

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