ESE Entertainment Inc. — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS
ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON THURSDAY, APRIL 17, 2025

You are receiving this notification because ESE Entertainment Inc. (the "Corporation") has opted to use the "notice and access" model for the delivery of its management information circular (the "Information Circular") to the holders (the "Shareholders") of common shares in the capital of the Corporation in respect of its annual general and special meeting of Shareholders to be held on Thursday, April 17, 2025 (the "Meeting").

Under "notice and access" instead of receiving paper copies of the Information Circular, Shareholders are receiving this notice with information on how to access the Information Circular electronically. Shareholders will also be receiving a proxy or voting instruction form, as applicable, together with this notification to use to vote at the Meeting.

The use of this alternative means of delivery is more environmentally friendly and more economical. It reduces the Corporation's paper use and it also reduces the Corporation's printing and mailing costs.

MEETING DATE AND LOCATION

WHEN: Thursday, April 17, 2025
WHERE: 6th Floor, 905 West Pender Street
11:00 a.m. Pacific Time Vancouver, BC V6C 1L6

SHAREHOLDERS WILL BE ASKED TO CONSIDER AND VOTE ON THE FOLLOWING MATTERS AT THE MEETING:

• FINANCIAL STATEMENTS: to receive and consider the consolidated audited financial statements of the Corporation for the years ended October 31, 2023 and 2024, together with the auditor's report thereon. See the section entitled "Particulars of Matters to be Acted Upon – Presentation of the Audited Financial Statements for the Fiscal Years ended October 31, 2023 and 2024" in the Information Circular.
• FIX THE NUMBER OF DIRECTORS: to set the number of directors of the Corporation at three (3). See the section entitled "Particulars of Matters to be Acted Upon – Determination of Number of Directors" in the Information Circular.
• ELECTION OF DIRECTORS: to elect three (3) directors of the Corporation for the ensuing year. See the section entitled "Particulars of Matters to be Acted Upon - Election of Directors" in the Information Circular.
• APPOINTMENT AND REMUNERATION OF AUDITORS: to appoint Crowe MacKay LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration. See the section entitled "Particulars of Matters to be Acted Upon – Appointment of Auditor" in the Information Circular.
• APPROVAL OF EQUITY INCENTIVE PLAN: to pass an ordinary resolution providing the required annual approval of the Corporation's 2025 Equity Incentive Plan. See the section entitled "Particulars of Matters to be Acted Upon - Annual Approval of Equity Incentive Plan" in the Information Circular.
• OTHER BUSINESS: to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

SHAREHOLDERS ARE REMINDED TO REVIEW THE INFORMATION CIRCULAR PRIOR TO VOTING.

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WEBSITES WHERE THE INFORMATION CIRCULAR IS POSTED:

The Information Circular can be viewed online under the Corporation’s profile at www.sedarplus.ca or on the following website: www.eproxy.ca/ESEEntertainment/2025AGSM.

The Financial Statement Request Card will be mailed to Shareholders together with the proxy or voting instruction form, as applicable, and this notification to use to vote at the Meeting.

HOW TO OBTAIN PAPER COPIES OF THE INFORMATION CIRCULAR

Shareholders may request paper copies of the Information Circular and other meeting materials, including the audited consolidated financial statements of the Corporation for the years ended October 31, 2023 and 2024 and the report of the auditors thereon and related Management’s Discussion and Analysis, by first class mail, courier or the equivalent at no cost to the shareholder. Requests must be made by email to proxy@endeavortrust.com or by calling toll-free at 1-888-787-0888. Requests may be made up to one year from the date the Information Circular was filed on SEDAR+.

For Shareholders who wish to receive paper copies of the Information Circular in advance of the voting deadline, requests must be received no later than April 8, 2025. The Information Circular will be sent to such Shareholders within three business days of their request if such requests are made before the Meeting. Following the Meeting, the Information Circular will be sent to such Shareholders within ten days of their request.

Requests must be made by email to proxy@endeavortrust.com or by calling toll-free at 1-888-787-0888.

VOTING

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities, you must vote using the method set out in the enclosed voting instruction form or proxy.

Registered Holders are asked to return their proxies using the following methods by the proxy deposit date noted on the proxy, which is by 11:00 a.m. Pacific Time on Tuesday, April 15, 2025:

ONLINE: Go to www.eproxy.ca and follow the instructions.
EMAIL: Send to proxy@endeavortrust.com
FACSIMILE: Fax to Endeavor Trust Corporation at 604-559-8908.
MAIL: Complete the form of proxy or any other proper form of proxy, sign it and mail it to:
Endeavor Trust Corporation
Suite 702, 777 Hornby Street,
Vancouver, BC V6Z 1S4

Beneficial Holders are asked to return their voting instructions using the following methods at least one business day in advance of the proxy deposit date noted on your voting instruction form:

INTERNET: Go to proxyvote.com and follow the instructions.
MAIL: Complete the voting instruction form, sign it and mail it in the envelope provided.

Shareholders with questions about notice and access can call toll free at 1-888-787-0888.