ESE ESE Entertainment Inc

ESE Entertainment Inc. (“ESE” or the “Company”) (TSXV: ESE) (OTCQB: ENTEF), a gaming and esports company that provides a range of services to leading video game developers and publishers, is pleased to announce that is has filed its unaudited condensed interim consolidated financial statements (the “Financial Statements”) and related management’s discussion and analysis (the “MD&A”) for the three months ended April 30, 2022 (“Q2 2022”) the highlights of which are presented in this news release. The Financial Statements and MD&A are available on www.sedar.com and on the Company’s website.

Second Quarter 2022 Financial and Operating Highlights:

• Revenue of $15.00 million for Q2 2022, representing a 1,994% increase from revenue for the three months ended April 30, 2021 of $0.72 million.
• Gross profit of $3.82 million for Q2 2022, representing a 2,748% increase from gross profit in Q2 2021 of $0.13 million.
• Adjusted EBITDA1 of $884,751 in Q2 2022, compared to adjusted EBITDA loss of ($832,195) in Q2 2021.
• Total assets as at April 30, 2022 of $38.06 million, compared to total assets as at April 30, 2021 of $15.94 million.

“We are excited to share our Q2 2022 financial performance with shareholders, which is our seventh straight quarter in a row of record growth. This was the first quarter that included the financial performance of our most recent acquisition, Gameaddik. The combined operations have proven to deliver record revenue growth, improve margins, and reach a critical milestone of achieving positive adjusted EBITDA for the first time in company history. This performance is a testament to our entire team, which continues to execute at the highest level and deliver on our business plan and growth strategy. As we start to unlock synergies of the combined operations, we are setting our sights on continued organic growth,” stated Konrad Wasiela, CEO of ESE.

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1 Adjusted EBITDA is a non-IFRS measure. Refer to “Non-IFRS Measures” at the end of this press release.

Q2 2022 Operational Highlights:

• Announced a partnership agreement with Opera, one of the world’s major browser developers and a leading internet consumer brand. The agreement focuses on providing advertising services in connection with the promotion of Opera GX, Opera’s gamer-oriented browser
• Completed the acquisition of 9327-7358 Quebec Inc. DBA Gameaddik, adding new technology to ESE’s global 360 esports business
• Appointed the Founder and CEO of Gameaddik, Eric Jodoin, as the Chief Operating Officer (COO) of ESE Entertainment
• Announced that the Company’s subsidiary, Digital Motorsports signed a reseller agreement with Corsair Gaming – a leading global developer and manufacturer of high-performance gaming gear
• Announced that its media division, Frenzy, is launching a new broadcast studio in Warsaw, Poland. The first project produced from the new studio will be VRL East: Surge, a competition in the game VALORANT carried out in 20 countries
• Announced that it has started a new division of its business focused on expanding its existing business products and services to internet gambling companies
• Signed a Partnership Agreement with Waveform Entertainment Inc., a highly regarded esports entertainment company with clients that include ESL Gaming (recently merged and sold as ESL Faceit Group to Savvy Gaming Group), DreamHack, Ubisoft, Redbull, and more
• Announced a Partnership Agreement with Cowana GmbH (“Cowana”), a highly regarded European esports entertainment company with clients that include Bethesda Softworks, Capcom, NVIDIA, BENQ, and more

The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA for the three months ended April 30, 2022, and the three months ended April 30, 2021:

	Three months endedApril 30, 2022		Three months endedApril 30, 2021
(In Canadian dollars)	$(unaudited)		$(unaudited)
Net loss	(2,014,133	)	(3,814,622	)
Provision for income taxes	319,713		735
Depreciation	104,696		5,181
Commissions	52,702		4,704
Finder's fees and stamp duty for acquisitions	749,624		1,000,498
Share-based payments	1,629,218		1,981,730
Interest	47,068		-
Impairment of K1CK assets			-
Accretion	33,005		-
Foreign exchange (gain) loss	(37,142	)	-10,421
Adjusted EBITDA1	884,751		(832,195	)

1 Adjusted EBITDA is a non-IFRS measure. Refer to “Non-IFRS Measures” at the end of this press release.

The financial and operating results included in this news release are based on the Financial Statements and the MD&A, which were released on June 16, 2022. It is only in the context of the fulsome information and disclosures contained in the Financial Statements and MD&A that an investor can properly analyze this information. The Financial Statements and MD&A will be published under the Company’s profile on SEDAR at www.sedar.com.

All amounts are in Canadian dollars.

ESE Entertainment Inc.

Konrad WasielaChief Executive Officer and Director

About ESE Entertainment Inc.ESE is a Europe based entertainment and technology company focused on gaming and esports. The Company provides a range of services to leading video game developers, publishers, and brands by providing technology, infrastructure, and fan engagement services internationally. ESE also operates its own ecommerce channels, esports teams, and gaming leagues. In addition to the Company’s organic growth opportunities, the Company is considering selective acquisitions that align with its objective of becoming a dominant global player in esports technology and infrastructure. | www.esegaming.com

CAUTIONARY NOTE REGARDING 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, statements with respect to the Company’s ability to unlock and benefit from synergies from its acquisitions and the Company’s continued growth. 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.

This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about ESE’s prospective results of operations, revenues and margins and components thereof, all of which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth in the above paragraph. FOFI contained in this document was approved by management as of the date of this document and was provided for the purpose of providing further information about ESE’s future business operations. ESE disclaims any intention or obligation to update or revise any FOFI contained in this document, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this document should not be used for purposes other than for which it is disclosed herein.

NON-IFRS MEASURES

This press release includes references to adjusted EBITDA. Adjusted EBITDA is a non-IFRS financial measure and is defined by the Company as net income or loss before income taxes, depreciation, commissions, finder's fees and stamp duty for acquisitions, share-based payments, interest, impairment of assets, accretion, and foreign exchange gain or loss. We believe that adjusted EBITDA is a useful measure of financial performance because it provides an indication of the Company’s ability to capitalize on growth opportunities in a cost-effective manner, finance its ongoing operations and service its financial obligations.

This non-IFRS financial measure is not an earnings or cash flow measure recognized by IFRS and does not have a standardized meaning prescribed by IFRS. Our method of calculating such a financial measure may differ from the methods used by other issuers and, accordingly, our definition of this non-IFRS financial measure may not be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS financial measures should not be construed as an alternative to net income determined in accordance with IFRS as indicators of our performance or to cash flows from operating activities as measures of liquidity and cash flows.

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.

For further information about ESE, please contact:Apollo Shareholder Relationsinvestors@esegaming.com+1 604-259-7540

ESE ENTERTAINMENT INC.Condensed Interim Consolidated Statements of Financial Position(Expressed in Canadian Dollars)(Unaudited - Prepared by Management)

	April 30, 2022			April 30, 2021
	(unaudited)			(audited)
ASSETS
Current assets
Cash	$	2,498,993		$	4,825,072
Receivables (Note 8)		7,156,762			844,148
Prepaid expense and deposits		519,683			448,616
Inventory		613,684			406,549
		10,789,122			6,524,385
Property and equipment (Note 9)		1,488,938			346,995
Other assets		501,608			-
Deposit (Note 10)		287,864			311,219
Unallocated purchase price (Notes 5, 6 and 7)		24,989,451			8,761,762
Total assets	$	38,056,983		$	15,944,361
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (Notes 11 and 18)	$	3,718,751		$	1,000,785
Current portion of lease liabilities (Note 12)		189,068			71,574
Frenzy and GameAddik acquisition payment commitment (Notes 6 and 7)		3,934,123			-
Deferred revenue (Note 19)		262,867			234,390
		8,104,809			1,306,749
Loans and credit facilities (Note 13)		367,493			-
Convertible notes (Note 14)		2,661,197			-
Lease liabilities (Note 12)		238,735			126,551
		11,372,234			1,433,300
EQUITY
Share capital (Note 15)		41,996,442			28,707,147
Share subscriptions received		12,756			1,050
Commitment to issue shares (Notes 5, 6 and 15)		4,883,853			4,755,754
Contributed surplus		4,757,520			2,388,107
Accumulated other comprehensive loss		(11,764	)		(107,129	)
Deficit		(24,976,159	)		(21,202,268	)
Equity attributable to shareholders		26,662,648			14,542,661
Non-controlling interest		22,101			(31,600	)
Total equity		26,684,749			14,511,061
Total liabilities and equity	$	38,056,983		$	15,944,361

ESE ENTERTAINMENT INC.Condensed Interim Consolidated Statements of Loss and Comprehensive LossFor the three and six months ended April 30, 2022 and 2021(Expressed in Canadian Dollars)(Unaudited - Prepared by Management)

			For the three months ended April 30,						For the six months ended April 30,
				2022			2021			2022			2021
Revenue			$	15,002,676		$	716,293		$	23,028,370		$	908,799
Cost of sales				11,177,780			582,012			17,791,750			582,012
Gross profit				3,824,896			134,281			5,236,620			326,787
Expenses
Advertising and event planning				291,682			160,524			1,017,633			307,053
Depreciation (Note 9)				104,696			5,181			180,970			5,181
Bank charges				10,822			14,189			18,995			16,312
Consulting fees (Note 18)				145,133			491,210			633,379			984,878
Commissions				52,702			4,704			76,822			4,704
Finder’s fees paid for acquisitions (Note 4, 5, 6 and 7)				749,624			1,000,498			1,007,215			1,000,498
Office and miscellaneous				708,155			27,802			1,141,593			68,558
Professional fees (Note 18)				504,062			179,752			674,717			260,836
Rent				88,238			3,846			96,161			5,787
Share-based payments (Notes 15 and 18)				1,629,218			1,981,730			2,155,419			2,258,475
Transfer agent and filing fees				41,853			43,466			90,569			73,313
Travel and conferences				65,720			8,995			101,911			12,738
Investor relations				30,613			-			30,613			-
Wages and benefits				1,025,802			46,508			1,187,538			125,053
Website hosting and development				25,812			6,288			142,047			7,888
				5,474,132			3,974,693			8,555,582			5,131,274
Loss before other items				(1,649,236	)		(3,840,412	)		(3,318,962	)		(4,804,487	)
Other items:
Other (expense) income				(2,253	)		16,104			(12,049	)		16,104
Interest expense				(47,068	)		-			(55,250	)		-
Accretion expense (Note 14)				(33,005	)		-			(33,005	)		-
Impairment of K1CK assets (Note 20)				-			-			-			(207,500	)
Foreign exchange gain				37,142			10,421			26,851			21,902
				(45,184	)		26,525			(73,453	)		(169,494	)
Net loss for the period before taxes				(1,694,420	)		(3,813,887	)		(3,392,415	)		(4,973,981	)
Provision for income taxes				(319,713	)		(735	)		(327,775	)		(735	)
Net loss for the period				(2,014,133	)		(3,814,622	)		(3,720,190	)		(4,974,716	)
Other comprehensive (loss) income
Gain (loss) on translation of foreign operations				(103,095	)		(2,357	)		95,365			(12,909	)
Total comprehensive loss for the period			$	(2,117,228	)	$	(3,816,979	)	$	(3,624,825	)	$	(4,987,625	)
Net income (loss) attributable to:
Shareholders of the Company				(2,115,269	)		(4,181,056	)		(3,773,891	)		(5,341,150	)
Non-controlling interests				101,136			366,434			53,701			366,434
Net loss for the period				(2,014,133	)		(3,814,622	)		(3,720,190	)		(4,974,716	)
Total comprehensive income (loss) attributable to:
Shareholders of the Company				(2,218,364	)		(4,183,413	)		(3,678,526	)		(5,354,059	)
Non-controlling interests				101,136			366,434			53,701			366,434
Total comprehensive loss for the period				(2,117,228	)		(3,816,979	)		(3,624,825	)		(4,987,625	)
Basic and diluted loss per common share			$	(0.03	)	$	(0.10	)	$	(0.06	)	$	(0.13	)
Weighted average number of common shares outstanding				70,375,651			43,290,103			65,886,490			41,775,338

The accompanying notes are an integral part of these condensed interim consolidated financial statements.