Kepler Acquisition Corp. and ESE Entertainment Inc. Announce Closing of Qualifying Transaction
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Kepler Acquisition Corp. and ESE Entertainment Inc. Announce Closing of Qualifying Transaction

Thursday, August 13, 2020 2:22 PM
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Not for distribution to United States newswire services or for dissemination in the United States

VANCOUVER, BC / ACCESSWIRE / August 13, 2020 / ESE Entertainment Inc. (formerly Kepler Acquisition Corp.) (TSXV:ESE) (the "Company") is pleased to announce that pursuant to the amalgamation agreement dated January 16, 2020 (the "Amalgamation Agreement"), between the Company, ESE Entertainment Inc. ("ESE"), and 1232725 B.C Ltd. ("Kepler SubCo"), the Company has completed its previously announced qualifying transaction with ESE (the "Qualifying Transaction"), as described in the Company's press releases dated July 25, 2019, May 19, 2020 and July 6, 2020.

The common shares of the Company (the "Common Shares") are expected to begin trading as a Tier 2 Technology Issuer on the TSX Venture Exchange ("TSX-V") under the symbol "ESE" on Monday, August 17, 2020.

Completion of the Qualifying Transaction and Concurrent Financing

In connection with the Qualifying Transaction, the Company completed a non-brokered private placement ("Private Placement") of 3,800,000 common shares of ESE ("ESE Shares") and 5,243,724 subscription receipts of ESE ("ESE Subscription Receipts") at a price of $0.25 per ESE Share or ESE Subscription Receipt, as applicable. The Company raised aggregate gross proceeds of $2,260,931 pursuant to the completion of the Private Placement.

Immediately prior to closing of the Qualifying Transaction, the ESE Subscription Receipts which were issued pursuant to the Private Placement were automatically converted, without any further action on the part of the holders, into ESE Shares as a result of the satisfaction of the escrow release conditions, and all ESE Shares issued and outstanding were then exchanged for Common Shares on a 1:1 basis, in accordance with the terms of the Amalgamation Agreement. The funds being held in escrow were also released to the Company in accordance with the subscription agreements entered into in connection with the Private Placement.

In consideration for introducing certain subscribers to the Private Placement, the Company issued 166,320 Common Share purchase warrants of the Company and paid cash finder's fees totalling $41,580 to certain finders.

As described in the Company's filing statement dated June 29, 2020 available under the Company's profile on SEDAR at www.sedar.com (the "Filing Statement"), certain of the post-split Common Shares are subject to either escrow requirements or seed share resale restrictions in accordance with TSX-V Policy 5.4 - Escrow, Vendor Considerations and Resale Restrictions.

Following the completion of the Qualifying Transaction, the board of directors of the Company will be comprised of Konrad Wasiela, Rob Kang, Ryan Maarschalk, Ron Segev, and Rajeev Dewan, and the executive officers will be Konrad Wasiela (CEO), and Rob Kang (CFO and Corporate Secretary).

Readers are referred to the Filing Statement filed under the Company's profile on SEDAR at www.sedar.com for further details on the Qualifying Transaction.

Other Information

In connection with the completion of the Qualifying Transaction, the following corporate actions were completed: (i) the Company completed a forward split of its common shares on a 1:1.5 basis; (ii) the Company changed its name to ESE Entertainment Inc.; and (iii) the company formerly known as ESE amalgamated with Kepler SubCo and became a wholly-owned subsidiary of the Company and was renamed ESE Entertainment Holdings Inc.

About ESE Entertainment Inc.

ESE Entertainment 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. ESE is focused on bridging Europe, Asia, and North America.

For further information, please contact:

ESE Entertainment Inc.
Attention: Konrad Wasiela, CEO

Phone: +1 (778) 238-4988
Email: [email protected]

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statements Regarding Forward-Looking Information

This press release contains forward-looking information within the meaning of Canadian securities laws. Such information includes, without limitation, information regarding the terms and conditions of the Transaction. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct.

Forward looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate", "postulate" and similar expressions, or are those, which, by their nature, refer to future events. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: the state of the financial markets for the Company's securities; the state of the natural resources sector; recent market volatility; the COVID-19 pandemic; the Company's ability to raise the necessary capital or to be fully able to implement its business strategies; and other risks and factors that the Company is unaware of at this time. The reader is referred to the Filing Statement for a more complete discussion of applicable risk factors and their potential effects, copies of which may be accessed through the Company's issuer page on SEDAR at www.sedar.com.

The forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.

SOURCE: ESE Entertainment Inc.

ESE Entertainment Inc.
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