Kepler Acquisition Corp. announce that, further to its news release dated July 25, 2019 (the "Initial NR"), it has entered into a definitive amalgamation agreement, dated effective January 16, 2020 (the "Amalgamation Agreement"), with ESE Entertainment Inc. ("ESE") and 1232725 B.C. Ltd., a wholly-owned subsidiary of the Company ("Kepler SubCo"), pursuant to which the Company will acquire all of the issued and outstanding securities of ESE (together with the related transactions and corporate procedures set in the Amalgamation Agreement, the "Transaction"). The Amalgamation Agreement replaces the letter of intent between the Company and ESE with respect to the Transaction, which was announced in the Initial NR.

On completion of the Transaction, the board of the Resulting Issuer will be comprised of five directors. The five directors are expected to be Konrad Wasiela (who will also be appointed as CEO and who will hold approximately 21,200,000 shares (approximately 56%) of the Resulting Issuer upon completion of the Transaction), Rob Kang (who will also be appointed as CFO and Corporate Secretary), Ryan Maarschalk, Raj Dewan and Ron Segev. Background details for Mr. Wasiela are included in the Initial NR.

Background details for Messrs. Kang, Maarschalk, Dewan and Segev are included below. Rob Kang, Proposed CFO, Corporate Secretary and Director: Mr. Kang is a Certified Public Accountant and has a combined 27 years of experience in both public and private practice with respect to advising corporations and their executives on financing, mergers and acquisitions, going public transactions, continuous disclosure obligations, and corporate governance.

Mr. Kang was previously with the TMX Group and served most recently as the Director of Listings for the TSX-V. As Director of Listings, Mr. Kang was responsible for overseeing all listings functions for junior issuers on the TSX-V, as well as developing and implementing policies that were relevant to the financial climate in which issuers participated in the Canadian capital markets. Ryan Maarschalk, Proposed Director: Mr. Maarschalk is currently CFO and Corporate Secretary of ESE. Mr. Maarschalk is a Chartered Professional Accountant and has served as CFO of a number of different operating companies in the private sector.

For the last two years, Mr. Maarschalk has focused primarily on his role as President and CFO of Ryan Paul CFO, a company that provides advice and assistance to corporations and their executives with respect to public companies, management consulting, capital purchases, bank and equity financings, business valuations and tax matters. Raj Dewan, Proposed Director: Rajeev (Raj) Dewan is a partner in the Capital Markets and M&A group at McMillan LLP, a business law firm. Mr. Dewan advises on all facets of corporate and securities law, with a particular emphasis on structuring financings and acquisitions.

Ron Segev, Proposed Director: Mr. Segev is a founding partner of Segev LLP, a business law firm. He practices corporate, commercial and securities law, and specializes in the areas of technology, iGaming and eSports. He assists public and private companies with regulatory compliance, corporate finance, mergers and acquisitions, joint ventures, licensing and IP, and various other commercial arrangements.

Mr. Segev previously served as General Counsel and Senior Legal Counsel for one of the largest online gaming companies in the world and has extensive experience in the iGaming sector.