09:10 AM EST - ESE Entertainment Inc. : Announced that it has entered into a binding share purchase agreement to acquire 100% of the shares of Auto Simulation Limited T/A Digital Motorsports, an Ireland-based provider of advanced simulation racing infrastructure, technology, and support. Under the terms of the Agreement, ESE will acquire 100% of the issued and outstanding shares of Digital Motorsports. The purchase price will consist of (i) CAD $1,681,250 in cash payable on the closing of the Transaction, subject to a customary working capital adjustment; (ii) up to 941,500 common shares of the Company issuable on Closing; and (iii) up to 8,473,500 Common Shares to be released in six equal installments every 6 months, with the first Installment being issuable on December 31, 2021. The Agreement will also contain an earn-out, whereby if DMS does not achieve certain revenue-based milestones during the earn-out period (commencing on execution and ending on January 1, 2027), certain of the security-based consideration under the Agreement will be delayed or withheld. The Company has also agreed to make an investment of €250,000 in Digital Motorsports on closing to fund its working capital needs. ESE Entertainment Inc.
shares V.ESE are trading unchanged at $1.07.
