Stocks in play: ESE Entertainment Inc.

Announced, further to its press release on September 30, 2021, that it has entered into a binding share purchase agreement to acquire Frenzy sp. z.o.o., a European esports media and technology company. Under the terms of the Agreement, ESE will acquire 100% of the issued and outstanding shares of Frenzy. The purchase price will consist of CAD $1,242,500 in cash payable on the closing of the Transaction, subject to a customary working capital adjustment; CAD $1,242,500 in cash payable six months following the Closing; 656,606 common shares of the Company issuable on Closing; and up to 1,363,720 Common Shares to be released in four equal installments every 6 months, with the first Installment being issuable on the last day of Frenzy’s second full fiscal quarter following Closing. The Agreement will also contain an earn-out, whereby if Frenzy does not achieve certain revenue-based milestones during the earn-out period (commencing on Closing and ending two years thereafter), the number of Earn Out Shares issuable under the Agreement will be reduced proportionately. The Company has also agreed to discharge a loan owed by Frenzy in the amount of PLN 377,329 (approximately C$117,914) concurrently with Closing. ESE Entertainment Inc. shares V.ESE are trading unchanged at $1.16.

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