ESI Completes Sale of ESI Integrity

VANCOUVER, June 5, 2012 /CNW/ - ESI Entertainment Systems Inc. ("ESI") (CNSX:ESY), is pleased to announce that it has entered into and closed an Agreement to sell substantially all of the assets and undertaking of its ESI Integrity Systems Inc. subsidiary to Spectra Systems Corporation for USD$1.425 million in an all cash transaction.

Under terms of the agreement Spectra Systems Corporation of Providence, Rhode Island has acquired substantially all of the assets of ESI Integrity, including the name "ESI Integrity", contracts and resources for USD$1.425 million, of which USD$1.225M was paid in cash upon closing; the balance of USD$200K will be held in escrow for three months pending any post-closing adjustments.  Spectra has also hired all of the former ESI Integrity employees.

As the ESI group is operating profitably it will use the funds from the divestiture to reduce its outstanding liabilities.

Michael Meeks, CEO of ESI stated, "The divestiture of ESI Integrity will allow ESI to focus more tightly on the significant growth we have seen with the Internet Banking payment service provided by our Citadel Commerce subsidiaries.  We believe that this strategy is in the best interest of our shareholders, and management has been working hard for a number of years to find a suitable buyer for ESI Integrity.  Spectra Systems Corporation is uniquely positioned as an international banknote security company and we believe their acquisition of ESI Integrity will allow them to immediately establish themselves as a world leader as a provider of real time secure Internal Control Systems to the government regulated gaming and banking industries."

Dr. Nabil Lawandy, CEO of Spectra Systems Corporation stated that: "We are excited about the acquisition of ESI Integrity's technology to expand our security product offerings.  We believe that ESI Integrity ICS product adoption will be accelerated by Spectra's decade long reputation and security practices with leading world central banks."

About ESI Entertainment Systems Inc.

ESI Entertainment Systems Inc, (CNSX: ESY) is an idea generation and software development company that develops concepts, creates prototypes, establishes partnerships and validates potential markets. Since formation in 1999 ESI Entertainment Systems Inc. has created three independently operated and controlled subsidiaries based on validated and proven products: Citadel Commerce Corp., ESI Integrity Inc., and PlayLine Inc.

About Spectra Systems

Spectra Systems Corporation, headquartered in Providence, Rhode Island, is a leading provider of machine-readable banknote authentication technology, and has manufacturing and engineering facilities in East Providence, RI. Spectra Systems is a traded company on the London Stock exchange since July of 2011.

ESI Entertainment Systems Inc.  
Michael Meeks, Chief Executive Officer
Tel: [phone] ext 228 
email: [email protected]
www.esi.ca

Spectra Systems Corporation
Dr. Nabil Lawandy, Chief Executive Officer
Tel: [phone]
www.spsy.com