ESE Entertainment Completes Acquisition of Gaming Production Company, Bombee Americas

ESE Entertainment Inc., a gaming company that provides a range of services to leading video game developers and publishers, has announced that it has acquired Bombee Global Entertainment Ltd. (Bombee Americas), the North American arm of Bombee Event Production AB, (Bombee), a global production company specialized in live production, special effects, broadcast, and event management for the gaming sector.

Bombee has successfully collaborated with ESE to bring its premier event production services and world class customer service to North America and beyond. The North American arm of Bombee, Bombee Americas, will continue to grow and scale in this new organizational structure under ESE, while maintaining its entire team and global support.

Konrad Wasiela, CEO of ESE, said: “Today marks the next stage of ESE—a 2.0 version of our company. With the acquisition of Bombee Americas, we are not only solidifying our presence in North America but also paving the way for growth and innovation in the gaming industry. This is a major step, positioning us to deliver even greater value to our partners and elevate the gaming experience for our clients globally. We’re thrilled about the opportunities ahead and the exceptional talent joining our team.”

Transaction Terms

The Acquisition was completed by way of a share purchase agreement (the SPA) among the Company, Bombee Americas, and the shareholders of Bombee Americas (the Vendors). Pursuant to the SPA, ESE acquired all of the outstanding shares of Bombee Americas in exchange for: (i) $750,000 in cash paid on closing, (ii) $375,000 in cash to be paid six (6) months following closing, subject to customary adjustments based on the working capital of Bombee Americas on closing, (iii) $375,000 in cash to be paid twelve (12) months following closing, and (iv) 30,000,000 common shares of ESE (the Consideration Shares), issued at a deemed issue price of $0.10 per share.

In connection with the Acquisition, the founders of Bombee Americas have signed three-year service agreements and will continue to run the business following the closing, along with the rest of the personnel of Bombee Americas who will remain in place, ensuring a smooth transition of operations. As part of the Acquisition, the Company has acquired the liabilities of Bombee Americas, mainly consisting of customary current obligations incurred in the ordinary course of business for Bombee Americas, which are not expected to have a material impact on the Company’s operations or financial position.

No finder’s fees were paid or payable in conjunction with the Acquisition.

The Acquisition was an arm’s length transaction within the meaning of the policies of the TSX Venture Exchange (the Exchange) and constituted an “Expedited Acquisition” in accordance with Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. The Acquisition remains subject to the final approval of the Exchange.