ESE Entertainment Inc. — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

ESE ENTERTAINMENT INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the "Meeting") of the shareholders (the "Shareholders") of ESE Entertainment Inc. (the "Company") will be held at 11:00 a.m. PST on Thursday, April 17, 2025, at 6th Floor - 905 West Pender Street, Vancouver, BC V6C 1L6 for the following purposes:

1. to receive the audited financial statements of the Company for the fiscal years ended October 31, 2023 and 2024, together with the auditor's reports thereon;
2. to set the number of directors at three (3);
3. to elect directors for the ensuing year;
4. to appoint Crowe MacKay LLP as the auditor for the Company for the ensuing year and to authorize the directors to fix their remuneration;
5. to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve the Company's equity incentive plan as more particularly described in the information circular (the "Circular") which is attached to this Notice of Meeting (the "Notice"); and
6. to transact such other business as may properly be brought before the Meeting or any adjournment thereof.

The specific details of the matters proposed to be put before the Meeting are set forth in the Circular, which is attached to this Notice. Shareholders may be asked to consider other items of business that may be properly brought before the meeting.

Accompanying this Notice are: the Circular, which provides additional information pertaining to the matters to be dealt with at the Meeting; and a Form of Proxy or Voting Information Form (the "VIF").

The Company's Board has fixed March 3, 2024 as the record date (the "Record Date") for the determination of Shareholders entitled to notice of, and to vote at, the Meeting and at any adjournment or postponement thereof. Each registered Shareholder at the close of business on the Record Date is entitled to such notice and to vote at the Meeting in the circumstances set out in the Circular.

If you are a registered Shareholder of the Company and are unable to attend the Meeting in person, please date and sign the enclosed form of proxy and deliver or mail it in the enclosed envelope to Endeavor Trust Corporation, Suite 702 – 777 Hornby Street, Vancouver, B.C., V6Z 1S4, Attention: Proxy Department, facsimile (604) 559-8908 or email to proxy@endeavortrust.com. In order to be valid and acted upon at the Meeting or any adjournment thereof, proxies must be received at the aforesaid address not later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time of the Meeting or any adjournment thereof.

If you are a non-registered Shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (in any case, an "Intermediary"), please complete and return the materials in

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accordance with the instructions provided to you by your Intermediary.

The Company is using the notice-and-access provisions under the Canadian Securities Administrators' National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice and Access Provisions") for the delivery of its Circular to its Shareholders for the Meeting. Under the Notice and Access Provisions, instead of receiving paper copies of the Circular, Shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered Shareholders will still receive a Proxy form enabling them to vote at the Meeting. The use of the alternative Notice and Access Provisions in connection with the Meeting helps reduce paper use, as well as the Company's printing and mailing costs.

The Company will not use the procedure known as 'stratification' in relation to the use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Information Circular to some shareholders with this notice package. In relation to the Meeting, all Shareholders will receive the required documentation under the Notice-and-Access Provisions, which will not include a paper copy of the Meeting Materials.

The Circular and other Meeting materials will be available online at www.eproxy.ca/ESEEntertainment/2025AGSM and will remain on the website for one full year thereafter. Meeting materials are also available upon request, without charge, by email at investors@esegaming.com or by calling toll free at 1-888-787-0888, or can be accessed online under the Company's profile on SEDAR+ at www.sedarplus.ca as of March 18, 2025.

Dated at Vancouver, British Columbia, this 3rd day of March, 2025.

ON BEHALF OF THE BOARD OF DIRECTORS,

"Konrad Wasiela"

Konrad Wasiela

CEO and Director