ESE (OTC: ENTEF) Signs Letter of Intent to Acquire Leading Esports Company, Digital Motorsports

VANCOUVER, British Columbia, May 13, 2021  — ESE Entertainment Inc. (“we”, “ESE”, or the “Company”) (TSXV: ESE) (OTCQB: ENTEF) is pleased to announce that it has signed a Letter of Intent (“LOI”) to acquire (the “Acquisition”) Auto Simulation Ltd T/A Digital Motorsports (“Digital Motorsports”), an Irish company that provides infrastructure, technology, and support for esports across the globe – particularly in the simulation racing sector – working with some of the world’s most recognized brands.

Under the terms of the LOI, it is contemplated that ESE will acquire 100% of the issued and outstanding securities in the capital of Digital Motorsports. The purchase price, which will be confirmed following completion of further due diligence, will be paid with a portion in cash and the balance in common shares of ESE at a deemed price of $1.48 per share, such shares to be released over three years from issuance. The LOI provides that the founder and CEO of Digital Motorsports, as well as its staff, will continue to operate Digital Motorsports’ business following closing.

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Digital Motorsports is an award-winning organization and one of the leading simulation racing companies worldwide, with demonstrated profitability and double-digit year-over-year revenue growth. Included in the Acquisition would be Digital Motorsports’ portfolio of intellectual property related to racing simulator solutions, components, and cloud-based racing services. Additionally, Digital Motorsports is currently developing both products and technology to reduce the complexity and barriers to entry in sim racing. Digital Motorsports has key vendor distribution rights and partnerships in the industry. It has signed contracts with the FIA-accredited Motorsport Ireland to host all of the national esports events, contributing to the possibility of representing Ireland at official FIA Digital Motorsport Games and the Virtual Olympics.

In 2019 Digital Motorsports represented Ireland at the inaugural FIA Motorsport Games in Rome, created a digital fan zone at the European Driftmasters Finals and launched their Virtual Race Academy at Mondello Race Circuit. They have worked with world champions across multiple disciplines from F1, WEC, WRC, Drifting, and more. Digital Motorsports are a customer-centric business offering a mix of professional products, turnkey solutions, and a world class esport racing league.

The proposed Acquisition is intended to build on ESE’s already strong position in the sim racing market, and bring it one step closer to becoming one of the largest gaming and esports infrastructure companies in the world.

Konrad Wasiela, CEO of ESE, commented, “We are excited to announce the anticipated expansion of our business with the proposed acquisition of Digital Motorsports. Our shared vision of becoming the number one global brand for esports in the motorsports industry was paramount in coming together to sign the LOI. We are excited to work closely with Digital Motorsports to build on their existing business, focusing on increasing revenue and profit margins. Niall and his team at Digital Motorsports have been able to prove a profitable business model, with contracts with tier-1 customers across the globe, and they are just getting started. The digital motorsport sector continues to grow around the world, and we are thrilled to have the opportunity to become a key part of that growth.”

Niall Maher, CEO of Digital Motorsports, commented, “We are excited to have agreed on this letter of intent to become part of the ESE family. We believe in Konrad and his team’s ambition to grow ESE into a billion-dollar plus company. The visions of the two companies are aligned to take the top spot on the podium. We are really looking forward to leveraging the ESE infrastructure, technology and expertise to create something truly special. This will only benefit our customers and the wider sim racing community.”

The Acquisition remains subject to, among other things, satisfactory completion of ESE’s due diligence, the parties entering into a definitive agreement and 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