ESE Announces Acquisition of Global Esports and Gaming Infrastructure Company with $14M+ in Revenue

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Feb 16, 2021, 09:00 ET

Positions ESE as One of the Largest Global Esports Infrastructure Companies

Transaction anticipated to make ESE one of the largest esports infrastructure companies in the world, "bridging" esports companies with their fans and customers.
In 2020, WPG generated revenue in excess of $14,000,000.
The Transaction will add WPG's existing client base to ESE. Clients of WPG's subsidiary, WPG Racing Solutions, include one of the largest esports companies in the world, and one of the largest sports organizations.
Acquisition will deliver on core strategic priorities of (1) increasing revenue, (2) expanding tier-1 client base, (3) strengthening technology stack, (4) expanding operational geography, (5) adding experienced executives to our Management, and (6) increasing platform scalability through WPG's nearly 100 staff.

VANCOUVER, BC, Feb. 16, 2021 /PRNewswire/ - ESE Entertainment Inc. (TSXV: ESE) (OTCQB: ENTEF) (the "Company" or "ESE") is excited to announce that it has entered into a binding share purchase agreement (the "Agreement") to acquire 51% of the business of World Phoning Group Inc., Encore Telecom Inc., and their two European operating subsidiaries, WPG Racing Solutions and Foresight Resolutions (collectively, "WPG"), to further develop ESE's robust esports and entertainment infrastructure business.

Under the terms of the Agreement, all of the assets of WPG will be rolled into a newly incorporated Canadian company, World Performance Group (the "Corporation"). Upon completion of the Agreement, ESE will acquire 51% of the issued and outstanding shares of the Corporation (the "Transaction"). The purchase price will consist of (i) $138,019 in cash payable on the closing of the Transaction (the "Closing"), (ii) 585,156 common shares of the Company (each, a "Common Share") issuable on Closing and (iii) 6,664,845 Common Shares to be released in monthly installments over the 36 months following the Closing. Pursuant to the Agreement, ESE has also agreed to make an investment of $750,000 in the Corporation.

ESE will have the option to acquire the remaining 49% of the issued and outstanding shares of the Corporation at any time within 34 months following the Closing by (i) paying $624,613 in cash and (ii) issuing 2,500,000 Common Shares.

WPG's principal, Wayne Silver, will continue to serve as the Corporation's CEO going forward, integrating his team and infrastructure into ESE's existing operations. Mr. Silver will also serve as an advisor to ESE's board, bringing his experience and extensive network to the Company.

WPG is an enhanced solutions provider operating an infrastructure business for management of fan engagement for OTT & esports. WPG's team provides solutions in 10+ languages and works with its customers to build new and improved B2C & B2B processes that align with customers' brands, boost retention, enhance fan interaction, improve ROI and increase sales and profit margins. WPG provides bespoke, omni-channel solutions that encompass the traditional channels (voice, chat and email), social media channels (Twitter and Facebook) and embrace new community channels (Discord, Reddit, etc.) used by millennials and many of today's younger fans and Generation Z. In addition, WPG offers out-sourced network services, including B2B and B2C services, and a global telecom network through Encore Telecom Inc.

Key Transaction Highlights

The Transaction will allow ESE to leverage WPG's robust infrastructure and expand ESE's offerings to the esports industry. Through the Transaction, ESE will be adding a senior operations team that have worked for some the world's leading brands. The team will provide services that bridge the gap between esports leagues and organizations, and their fans and customers. ESE believes this acquisition is critical in providing the process and infrastructure for esports growth, gaming, and its planned expansion.

Upon completing the Transaction, the Corporation will expand its operations into ESE's offices in Warsaw to capitalize on the synergies for growth between each other's existing customer bases.

The Transaction is anticipated to make ESE one of the largest esports infrastructure companies in the world through newly acquired clients, revenue, staff and geographic operations. In 2020, WPG demonstrated strong revenue in excess of $14,000,000.

Konrad Wasiela, CEO of ESE commented, "The WPG acquisition is a cornerstone to our expansion plan. We have added a large, experienced team in Europe, which is part of our goal of becoming a global leader in the space. We are excited to add a veteran executive team led by WPG Founder, Wayne Silver. We hope to soon start to benefit from the many expected synergies between our businesses. Collectively, we are hyper-focused on revenue growth and increasing margins. This is just the beginning, and we are excited to scale both businesses and continue achieving corporate milestones."

Wayne Silver, CEO of WPG commented, "I am thrilled to join Mr. Wasiela and believe in his vision to grow ESE into a billion-dollar company. We both agree that the best way to enhance shareholder value and future stock appreciation is to maintain ESE's tightly controlled share structure and substantial cash resources. Mr. Wasiela believes infrastructure is key to the industry's long-term success and has committed to providing the Corporation with the necessary resources to expand and acquire companies under the ESE umbrella. I'd like to thank my tremendous team and am looking forward to the next phase of rapid growth with ESE."

Closing of the Transaction is subject to customary closing conditions, including TSX Venture Exchange approval.

About ESE
ESE is a Europe based entertainment and technology company focused on gaming, particularly on esports. ESE consists of multiple assets and world-class operators in the gaming and esports industries. Capabilities include physical infrastructure, broadcasting, global distribution for gaming and esports-related content, advertising, sponsorship support, and a growing esports team franchise, K1CK Esports. ESE is focused on bridging Europe, Asia and North America. | www.ese.gg

About WPG
WPG is a Canadian and European based infrastructure business for management of fan engagement for OTT & esports. WPG works with its customers to build new and improved B2C & B2B processes that align with the customer's brand, boost retention, enhance off-site fan interaction, and improve ROI. WPG provides bespoke, omni-channel solutions, that encompass the traditional channels (voice, chat, email), social media channels (Twitter, Facebook) and embracing new community channels (Discord, Reddit, etc.), used by millennials and many of today's younger fans and Generation Z. | www.wpgrs.org

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 (i) the Transaction and the timing for its completion; (ii) the satisfaction of closing conditions which include, without limitation, obtaining the necessary approvals from the TSX Venture Exchange, (iii) the effect of the Transaction on the parties, including the growth prospects of ESE following the Transaction; and (iv) the anticipated benefits associated with 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. Among other things, there can be no assurance that the Transaction will be completed or that the anticipated benefits from the Transaction will be achieved. 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.