/THIS NEWS RELEASE IS INTENDED FOR
DISTRIBUTION IN CANADA ONLY AND IS
NOT INTENDED FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES./
VANCOUVER, BC, May 26, 2021 /CNW/ - ESE Entertainment
Inc. (TSXV: ESE) (OTCQB: ENTEF) ("ESE" or the
"Company") is pleased to announce that it has entered into
an agreement with Canaccord Genuity Corp., as sole bookrunner and
lead underwriter (the "Lead Underwriter") pursuant to which
the Lead Underwriter has agreed, on behalf of a syndicate of
underwriters (together with the Lead Underwriter, the
"Underwriters"), to purchase, on a "bought deal" basis
pursuant to the filing of a short form prospectus, an aggregate of
5,360,000 units of the Company (each, a "Unit") at a price
of $1.40 per Unit (the "Issue
Price") for aggregate gross proceeds to the Company of
$7,504,000 (the
"Offering").
Each Unit shall consist of one common share of the Company
(each, a "Common Share") and one Common Share purchase
warrant (a "Warrant"). Each Warrant shall entitle the holder
thereof to acquire one Common Share at an exercise price of
$1.95 per Common Share for a period
of twenty-four (24) months from the Closing Date (as defined
herein). The expiry date of the Warrants may be accelerated by the
Company if the volume weighted average price of the Common Shares
on the TSX Venture Exchange is greater than $2.925 for the preceding ten (10) consecutive
trading days, at which time the Company may accelerate the expiry
date of the Warrants to a date that is at least thirty (30) trading
days following the date of such written notice.
The Company has granted the Underwriters an option (the
"Over-Allotment Option") to purchase up to an additional
804,000 Units (the "Over-Allotment Units") at the Issue
Price, to cover over-allotments, if any, and for market
stabilization purposes. The Over-Allotment Option is exercisable at
any time, in whole or in part, for a period of thirty (30) days
after and including the Closing Date (as defined herein), which, if
exercised in full, would result in additional gross proceeds of
$1,125,600 to the Company.
As consideration for their services to be provided in connection
with the Offering, the Underwriters will receive a cash commission
equal to 7.0% of the aggregate gross proceeds of the Offering
payable in cash or Units, or any combination of cash or Units at
the option of the Lead Underwriter, and such number of broker
warrants of the Company (the "Underwriters' Warrants") as is
equal to 7.0% of the aggregate number of Units sold pursuant to the
Offering. Each Underwriters' Warrant shall entitle the holder
thereof to acquire one Unit at the Issue Price for a period of
twenty-four (24) months from the Closing Date (as defined herein).
Additionally, the Company shall pay the Lead Underwriter a
corporate finance fee equal to that number of Units which is equal
to 2.5% of the aggregate number of Units issued pursuant to the
Offering.
The Units (including the Over-Allotment Units issuable upon
exercise of the Over-Allotment Option) will be offered by way of a
short form prospectus to be filed in all Provinces of Canada, except Quebec, pursuant to National Instrument 44-101
– Short Form Prospectus Distributions. The Offering is
expected to close on or about June 15,
2021 (the "Closing Date"), and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals, including the approval of
the TSX Venture Exchange and the applicable regulatory
authorities.
The net proceeds of the Offering will be used for business
development, general working capital, and other general corporate
purposes.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act of 1933 (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United States or to U.S. Persons (as
defined in Regulation S under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
About ESE Entertainment Inc.
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 but are not limited to: 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
Forward-Looking Information
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, comments with respect to: (i) the Offering and the
expected closing date of the Offering; (ii) the Underwriters'
exercise of the Over-Allotment Option; and (iii) the intended use
of proceeds from the Offering. 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. 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.