Upon completion of the acquisition, ShiftRLE is expected to add media properties with strong user engagement and growth to X1’s global video game portfolio.

• The transaction is expected to strengthen X1’s position in the video game media space and add Shift’s 30,000+ social media followers at twitter.com/ShiftRLE
• Rocket League averages over 80 million players per month worldwide (1)
• The acquisition will help fulfill X1’s strategic priorities of building a diverse
  video game ecosystem portfolio and provide global brands with access to Generation Z audiences.

Esports and Entertainment Ltd (“X1 Esports” or the “Company”) (CSE: XONE – WKN:A3DQM2), an Esports portfolio company that owns and operates a growing esports franchise, is pleased to announce that the Company has entered into an agreement to acquire ShiftRLE (“Shift”), an online news portal focused on the popular video game Rocket League.

“The addition of ShiftRLE to the X1 portfolio will be an excellent addition,” said Mark Elfenbein, CEO of X1. “Not only will this help us meet our strategic priorities of building a diverse video game ecosystem and giving global brands access to a GenZ audience, but will also strengthen X1’s position in the video game media space.”

Information on ShiftRLE

Las Vegas-based ShiftRLE, led by co-founders. Achilleas Fotiou and Jalen Jones, has seen steady growth in user numbers since its launch in 2020. Shift currently reaches over 8 million impressions during the RLCS – Season and sees growth of 14 million impressions during transfer periods when the roster news cycle is most active. With offices in the Americas and Europe, the organization has established an international presence in the Esports industry.

“We are excited to become a part of the X1 family as they see the potential we have in growing Rocket League as an esport,” said Jalen Jones, co-founder of ShiftRLE. “With X1 behind us, we plan to take Shift to the next level. Our
ultimate goal is to make Shift a hub where Rocket League fans can access the latest highlights and stats and participate in interactive activities like Pick ‘Ems, Fantasy and eventually, participate in our own tournaments. We want Shift to bridge the gap between casual and hardcore Rocket League players, with engaging content that appeals to multiple audiences.”

Rocket League is one of the world’s leading Esports disciplines. With its 5-minute games that offer non-stop action, the auto-soccer hybrid game has seen significant growth among players of all demographics since its launch and is now seeing significant growth among players of all demographics since its launch and, according to Active Player, now boasts a global average of 80 million players per month.

Shift is an independent news source for Rocket League fans. Shift first gained notoriety by receiving exclusive behind-the-scenes information about Rocket League roster moves and tryouts before they became public knowledge. Shift plays a key role in making sure the conversation about Rocket League esports continues beyond the field of play continues by reporting on roster transactions and general eSportsNews.

Transaction Terms

Completion of the Proposed Acquisition is subject to the satisfaction or waiver of the closing conditions of the APA, including the execution of consulting agreements between X1 and key persons at ShiftRLE (the Consulting Agreements”). The Closing Date is expected to occur on or before the tenth business day following the signing of the APA.

Pursuant to the APA, X1 will acquire 100% of the assets of ShiftRLE and will key personnel of ShiftRLE for an aggregate consideration of (i) US$50,000 in cash, of which US$25,000 will be payable at closing and US$25,000 will be payable within 45 days after closing; (ii) 333,333 common shares in the capital of X1 with a deemed issue price of CAD$0.45 per common share (the “Consideration Shares”), to be distributed to each of the four key persons
distributed, and (iii) a 7% share of the gross revenues generated by Shift in the first (36) months following closing, up to a maximum of US$250,000 (the “Earnout”). The Earnout may be paid in cash or in shares of common stock, at the Company’s option, at a price equal to the fourteen-day market price prior to the payment date or at such other
price required under the policies of the Exchange.

The shares are subject to a hold period imposed by the CSE of four months from the date of issuance and a contractual restriction on resale that will result in 25% of the shares being released six (6) months after the closing date and at six (6) month intervals thereafter. The shares of the consideration are to be distributed at the closing of the Transaction to be paid to ShiftRLE’s key personnel concurrently with their entry into the Consulting Agreements.

Under the consulting agreements, X1 will hire each of ShiftRLE’s four key personnel as consultants to X1 to continue operations of the Shift Media business. Jalen Jones, co-founder of ShiftRLE, will serve as Shift Media’s Operations Manager; Achilleas Vaios Fotiou, co-founder of ShiftRLE, will be Investigative Lead; Martin Faltus will be Digital Content Lead; and Louis Sliwa will be Designer and Community Manager.

Key Highlights of the Transaction

• Growth of Twitter users to over 30,000 followers (4)
• Ability to deliver social media impressions: Shift reaches millions of social media impressions monthly
• Opportunity to join the growing Rocket League ecosystem.

About X1

X1 Esports and Entertainment is a gaming and media portfolio company,
that owns and operates a growing Esports franchise, RixGG. The business of Rix.gg is the competitive playing of
video games by teams for cash prizes and related activities such as merchandising and hosting tournaments.

Legal notice

All information contained in this press release regarding the Company and ShiftRLE has been provided by the respective parties, and the Company and and its respective directors and officers have relied on Jalen Jones, the co-founder of ShiftRLE, for all information concerning ShiftRLE.

The closing of the ShiftRLE Acquisition is subject to a number of conditions precedent, including, but not limited to, the execution of consulting agreements with ShiftRLE’s key personnel of ShiftRLE and the delivery of the Closing Documents, as provided in the APA. The Transaction cannot close until all of these conditions are satisfied. There can be no assurance that the transaction will be completed as proposed or will be completed at all.

Certain information in this press release may contain forward-looking statements that involve significant known and unknown risks and uncertainties. Forward-looking statements are often identified by words such as “will,” “may,” “should,” “expects” and similar expressions. All statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties. There can be no assurance that
such statements prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. With respect to the forward-looking information in this press release includes the completion of the acquisition of the assets of ShiftRLE, the execution of consulting agreements with key employees of ShiftRLE, the ability of ShiftRLE to integrate into the X1 portfolio as expected or at all, the growth of ShiftRLE and the establishment of ShiftRLE as a hub for esports with additional offerings to their current media service, and the generation of Revenue through ShiftRLE. Among the important factors that could cause actual results to differ materially from the Company’s expectations include the failure of the relevant securities exchange(s) to meet their terms and other risks detailed from time to time in the Company’s filings with securities regulators, as well as the failure of the transaction to close, changing market and industry conditions, the ability of X1 and ShiftRLE to execute their respective business strategies, including expansion plans, the continued relevance of ShiftRLE’s media capabilities, competitive conditions, adverse industry events, the availability of capital and financing, if needed. Readers are cautioned that the assumptions used in the preparation of forward-looking information may prove to be incorrect. Events or circumstances could cause actual results to differ materially due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, could cause actual results to differ materially from those projected. The reader is cautioned not to place undue reliance on forward-looking information. Such information, even if considered appropriate by management at the time of its
management at the time it is made, may prove to be incorrect, and actual results may differ materially from those anticipated. The forward-looking statements contained in this press forward-looking statements are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company disclaims any intention or obligation to update or revise such information, except as required by law. required by law.

The CSE does not accept responsibility for the adequacy or accuracy of this release.