File: '\\swfile\EmailIn\20240329 105923 Attachment ESE Financials 2023 Audited - News Release (FINAL).docx'

ESE ENTERTAINMENT ANNOUNCES 2023 AUDITED FINANCIAL RESULTS WITH NOTABLE STRATEGIC ACHIEVEMENTS

Overall revenue reported $19.10 million in Fiscal 2023, with improvement in earnings per share.

GameAddik asset reported $19.47 million in Revenue and $5.38 million in Gross Profit in Fiscal 2023, affirming the strategic value of ESE's ongoing 30% ownership position.

Significant improvement in Q4 2023 operations, with earnings per share of $0.00 compared to Q4 2022 earnings per share of negative $0.23.

VANCOUVER, BC, March 29, 2024 - ESE Entertainment Inc. ("ESE" or the "Company") (TSXV: ESE) (OTCQX: 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 audited annual consolidated financial statements (the "Financial Statements") and related Management Discussion and Analysis (the "MD&A") for the 12 months ended October 31, 2023 ("Fiscal 2023" or "FY2023"), the highlights of which are presented in this news release. The Financial Statements and MD&A are available under the Company's profile on www.sedar.com and on the Company's website.

Financial Highlights:

Achieved nearly breakeven results in Q4 2023 with earnings per share of $0.00 compared to Q4 2022 earnings per share of negative $0.23.

Annual consolidated revenue in Fiscal 2023 of $19.1 million (not including GameAddik asset), reflecting the strategic realignment of business operations.

GameAddik Asset reporting $19.47 million in Revenue and $5.38 million in Gross Profit in Fiscal 2023, affirming the strategic value of ESE's ongoing 30% ownership position.

Total Assets: While adjusting to strategic shifts, total assets were reported at $9.1 million as of October 31, 2023.

"We are proud of our team's achievements in FY2023, especially our improvement in bottom line, a testament to our strategic initiatives and operational enhancements. In the 2024 year, the team has a continued focus and profitability." said Konrad Wasiela, CEO of ESE.

"In addition, I want to highlight the success of GameAddik and its $19.47 million in revenue with over $5 million gross profit. ESE's 30% stake in GameAddik is continuing to create value for ESE shareholders and we are excited to continue building GameAddik alongside our partnership with BlackPines Capital.

Our team is all-in on the business for 2024, and we have a plan to release exciting news and company highlights in the coming weeks. Further, an improvement in market conditions presents us with opportunities that we're prepared to take advantage of. Our focus will be on leveraging these positive trends to execute our goals and deliver shareholder value." continued Konrad Wasiela.

2023 Operational Highlights:

On October 10, 2023, ESE announced that it had produces 23 days of National TV broadcasts for the Riot Games, League of Legends tournament: Worlds 2023. ESE was responsible for selecting commentators, television production, and broadcasts of the matches.

On August 16, 2023, ESE announced that it had completed the sale of 70% of its ownership in GameAddik in an all-cash transaction for $9.1 million, retaining a strategic 30% interest

On August 8, 2023, ESE announced that it signed a 3-year partnership with the Silverstone Museum, an interactive motorsports visitor attraction located at the entrance to the world-famous Silverstone Circuit in Northamptonshire, UK.

On July 6, 2023, ESE announced that it had signed a partnership with Kia Poland, a leading automative company, as an official sponsor of the Ultraliga Esports Tournament

On July 4, 2023, ESE announced that it had signed a partnership with Samsung, a leading electronics company, as the Title Partner of the Ultraliga Esports Tournament

On May 16, 2023, ESE announced that it had successfully produced 18 days of broadcast for the LEC 2023 Spring Season, garnering 3 million views and 1.2 million hours watched

On April 18, 2023, ESE announced the successful production of live esports events for the Ultraliga (League of Legends) and PKO BP Ekstraklasa Games (Electronic Arts (NASDAQ: EA) FIFA23) final.

On February 6, 2023, ESE announced that it entered into a strategic partnership with Poznań Game Arena ("PGA") and Metapro to organize the first ever Web3 Game Arena (W3GA).

The financial and operating results included in this news release are based on the audited results which were released on March 28, 2024. 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 Wasiela

Chief Executive Officer and Director

About ESE Entertainment Inc.

ESE is a global 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. | 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 (i) the Company's ability to achieve strong, sustainable organic growth in the future; (ii) the Company's ability to generate cash flows and create additional value for shareholders; (iii) anticipated revenue growth and financial results, and (iv) the Company's ability to achieve profitability. 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, accretion, impairment of assets, loss on derivative liability, 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:

investors@esegaming.com

+1 (437) 826-4012

ESE ENTERTAINMENT INC.

Consolidated Statements of Financial Position

As at October 31, 2023 and 2022

(Expressed in Canadian Dollars)

Note

2023

2022

ASSETS

Current assets

Cash

$ 2,125,251

$ 812,220

Receivables

8

2,285,731

9,571,707

Term deposits

-

301,799

Prepaid expense and deposits

148,327

305,393

Inventory

27,915

797,018

4,587,224

11,788,137

Property and equipment

9

431,465

2,500,218

Investment in GR Games

13

331,314

287,841

Intangible assets

10

-

3,713,342

Goodwill

11

-

3,160,975

Investment in GameAddik

12

3,761,567

-

Total assets

$ 9,111,570

$ 21,450,513

LIABILITIES

Current liabilities

Accounts payable and accrued liabilities

14, 21

$ 2,195,733

$ 6,977,112

Lease liabilities

15

110,062

301,874

Acquisition payment commitment

6, 7

862,801

2,992,195

Income taxes payable

-

730,423

Loans and credit facilities

16

674,276

2,033,719

Convertible notes

17

2,517,507

-

Consideration payable

6

63,735

632,928

Deferred revenue

22

9,305

268,519

6,433,419

13,936,770

Consideration payable

6

-

257,859

Loans payable

16

-

358,090

Convertible notes

17

-

2,806,965

Deferred income tax liability

25

-

915,852

Lease liabilities

15

-

941,082

6,433,419

19,216,618

EQUITY

Share capital

18

52,288,061

44,305,370

Share subscriptions received

1,050

8,700

Commitment to issue shares

5, 7, 18

2,235,346

3,937,227

Contributed surplus

6,032,669

5,193,753

Accumulated other comprehensive loss

(11,432)

(139,456)

Deficit

(56,951,453)

(50,598,482)

Equity attributable to shareholders

3,594,241

2,707,112

Non-controlling interest

(916,090)

(473,217)

Total equity

2,678,151

2,233,895

$ 9,111,570

$ 21,450,513

Nature and continuance of operations - Note 1

Subsequent event - Note 26

ESE ENTERTAINMENT INC.

Consolidated Statements of Loss and Comprehensive Loss

For the years ended October 31, 2023 and 2022

(Expressed in Canadian Dollars)

Note

2023

2022

Revenue

22

$ 19,098,498

$ 30,919,768

Cost of sales

22

18,921,574

30,845,519

Gross profit

176,924

74,249

Expenses

Share-based payments

18, 21

4,962,746

13,235,121

Wages, benefits and consulting

21

1,406,046

1,350,385

General and administration

646,356

798,674

Advertising and promotion

294,898

552,729

Professional fees

21

1,136,383

1,045,919

Finder's fees and stamp duty for acquisitions and commissions

6

202,835

449,518

Amortization

9

192,613

222,799

Filing fees, bad debts and other

261,124

305,509

9,103,001

17,960,654

Loss before other items

(8,926,077)

(17,886,405)

Other items:

Interest expense

16, 17

(374,348)

(273,756)

Accretion expense

17

(511,839)

(178,773)

Impairment of assets

6

-

(4,768,620)

Gain (loss) on revaluation of consideration payable

6

496,350

(56,001)

Write-off of equipment

9

(13,133)

-

Equity income from investment in GameAddik

12

149,000

-

Loss on sale of WPG subsidiaries

4

(133,701)

-

Gain on revaluation of investment

12

1,166,493

-

Loss on extinguishment of convertible note

17

(132,314)

-

Foreign exchange (loss) gain

(95,654)

84,712

550,854

(5,192,438)

Net loss for the year before taxes

(8,375,223)

(23,078,843)

Income tax recovery

25

44,338

241,258

Net loss for the year from continuing operations

(8,330,885)

(22,837,585)

Net income (loss) for the year from discontinued operations, net of tax

24

1,535,041

(7,000,246)

Net loss for the year

(6,795,844)

(29,837,831)

Other comprehensive income (loss)

Income (loss) on translation of foreign operations

128,024

(32,327)

Total comprehensive loss for the year

$ (6,667,820)

$ (29,870,158)

Net loss from continuing operations attributable to:

Shareholders of the company

$ (7,888,012)

$ (22,395,968)

Non-controlling interest

(442,873)

(441,617)

Net loss for the year from continuing operations

$ (8,330,885)

$ (22,837,585)

Net income (loss) from discontinued operations attributable to:

Shareholders of the company

$ 1,535,041

$ (7,000,246)

Non-controlling interest

-

-

Net income (loss) for the year from discontinued operations

$ 1,535,041

$ (7,000,246)

Net loss attributable to:

Shareholders of the company

$ (6,352,971)

$ (29,396,214)

Non-controlling interest

(442,873)

(441,617)

Net loss for the year

$ (6,795,844)

$ (29,837,831)

Total comprehensive loss attributable to:

Shareholders of the company

$ (6,224,947)

$ (29,428,541)

Non-controlling interest

(442,873)

(441,617)

Total comprehensive loss for the year

$ (6,667,820)

$ (29,870,158)

Basic and diluted loss per share

$ (0.09)

$ (0.46)

Basic and diluted loss per share - continuing operations

$ (0.11)

$ (0.36)

Basic and diluted income (loss) per common share - discontinued operations

$ 0.02

$ (0.11)

Basic and diluted loss per common share - continuing operations attributable to shareholders of the company

$ (0.09)

$ (0.35)

Weighted average number of common shares outstanding

72,798,183

64,182,300

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