05:54:40 EDT Wed 01 May 2024
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ESE says promotional e-mails not misleading

2024-04-05 16:19 ET - News Release

Mr. Konrad Wasiela reports

ESE ENTERTAINMENT RESPONDS TO OTC MARKETS REQUEST ON RECENT PROMOTIONAL ACTIVITY

ESE Entertainment Inc. has been requested by OTC Markets Group Inc. to issue this statement about promotional activity concerning its common shares traded on the OTCQX market (operated by OTC Markets).

On Monday, April 1, 2024, OTC Markets informed the company that it became aware of certain promotional activities concerning the company and its common shares traded on the OTCQX Marketplace, including the distribution of promotional newsletter e-mails published by Spartan Trading Inc. discussing the company, its business, and the global gaming and e-sports market generally.

On March 10, 2024, the company entered into a digital marketing and consulting services agreement with Spark Newswire Inc. (the service provider), whereby the service provider, along with its affiliates, would provide investor relations and advertising services to the company. Spartan is an affiliate of the service provider. The company was therefore aware of the service provider's activities respecting the company since March 10, 2024. The service provider is a third party marketing and advertising firm, and the agreement is valid through June, 2024. The appointment of the service provider, the nature of the relationship between the company and the service provider, as well as the compensation to be paid to the service provider were publicly disclosed in a news release on March 22, 2024, which can be found under the company's profile on SEDAR+.

The company provided the service provider with publicly available sources of information for the newsletter, and the only editorial control the company exercised over the materials involved reviewing the materials for accuracy prior to their dissemination. The company does not believe the statements in the marketing materials and newsletter e-mails were materially false or misleading. After inquiry of management, other than as disclosed herein, no directors, control persons, officers or controlling shareholders have been involved with the creation, distribution or payment of promotional materials related to the company and its securities.

The company understands this promotional activity coincided with increased trading activity in the common shares beginning on April 1, 2024. The company does not believe the promotional activities were the primary factor in any increase in trading volume in the common shares. Rather, the company believes the promotional materials drew attention to the company's recent financial results, which were disclosed in recent news releases and regulatory filings, causing an increase in trading volume. In particular, on March 29, 2024, the company announced its positive audited financial results for the financial year ended Oct. 31, 2023.

The company has been advised by OTC Markets that OTC Markets takes the position that the newsletter e-mail profiling the company contains promotional content and may encourage investors to purchase its shares. The company wishes to caution readers that some of the content in the newsletter e-mails profiling the company is speculative in nature. For more complete and specific information regarding the company, its prospects and the risks associated with those prospects, readers should consult the company's public filings on SEDAR+, its website and other reliable sources. The company encourages investors to contact their investment advisers prior to making any investment.

In the past 90 days, the company's chief executive officer and director, Konrad Wasiela, has purchased an aggregate of 212,500 common shares of the company on the public market at prices ranging from seven cents to 12.5 cents per share. To the best of the company's knowledge after due inquiry, no other officers, directors or controlling shareholders of the company, nor any third party service providers, have purchased or sold securities of the company within the past 90 days. Investors are reminded that the company's officers and directors file insider reports under Canadian securities laws disclosing any transactions in the company's shares, and that these reports, including reports on Mr. Wasiela's purchases, can be viewed on the SEDI website.

The service provider is the sole firm that has been engaged by the company to provide investor relations, public relations or marketing services in the past 12 months.

OTC Markets has further requested that the company state whether, at any point, it has issued any shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance. To date, there have been several instances where the company issued equity securities at prices which constituted a discount to the market rate at the time of the issuance. All such issuances were made in compliance with the pricing policies of the TSX Venture Exchange. Further information about the company and its previous financings and filings can be found on the company's SEDAR+ profile.

About ESE Entertainment Inc.

ESE is a global technology company focused on gaming. 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 e-commerce channels, es-ports teams and gaming leagues.

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