ESE ESE Entertainment Inc

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, announces that it has completed the sale of its remaining 30% interest (the “Minority Interest”) in 9327-7358 Quebec Inc. dba GameAddik (“GameAddik”) to BPV Games Limited Partnership, an affiliate of BlackPines Capital Partners Ltd. (the “Purchaser”).

Pursuant to the terms of a share purchase agreement dated July 14, 2024 (the “SPA”), the Company sold its Minority Interest to the Purchaser for consideration of $4,030,925, which was paid in cash on closing. The sale of the Minority Interest, which follows the Company’s sale of its 70% interest in GameAddik on August 14, 2023, concludes the Company’s disposition of GameAddik for an enterprise value of $13M.

Konrad Wasiela, ESE’s CEO, commented, “It has been a pleasure to collaborate with Darren Huston and BlackPines Capital Partners. This exit has generated substantial value for ESE shareholders by enabling us to inject non-dilutive capital into ESE. As a result, ESE is now strategically positioned for the next phase of growth. I would also like to extend my gratitude to Eric Jodoin and the entire GameAddik team for their dedication and hard work. We are excited about the future and confident that the steps we've taken will drive further success and create even greater opportunities for ESE. Wishing the GameAddik team continued success in all their future endeavors.”

The Transaction was an arm’s length transaction within the meaning of the policies of the TSX Venture Exchange (the “Exchange”) and constituted a "Reviewable Disposition" in accordance with Exchange Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets, which required ESE to obtain disinterested shareholder approval for the Transaction. The Company satisfied this requirement by obtaining written consent of disinterested shareholders holding more than 50% of the issued and outstanding shares of the Company, excluding shares held by the Purchaser, its Associates, Affiliates, and any Non-Arm’s Length parties to the Purchaser.

The Transaction remains subject to final acceptance by the Exchange.

ESE Entertainment Inc.Konrad WasielaChief 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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONThis 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: Obtaining final Exchange approval of the Transaction; and the benefits of the Transaction for ESE, including that it will allow the Company to improve its cash position without causing dilution to its shareholders, strategically position ESE for its next phase of growth, and drive further success and create even greater opportunities for ESE. 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.

SOURCE ESE Entertainment Inc.

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