$ITMZF REPEAT – Intema closes Livestream Gaming acquisition in escrow
Press Release | 02/22/2022
The Corporation satisfies conditions to acquire Livestream Gaming and triggers automatic exercise of subscription receipts into common shares and warrants of Intema.
Livestream Gaming is the parent company of LOOT.BET, a top online gaming platform and brand in the esports betting space.
The acquisition will be accretive to Intema’s revenues: Livestream Gaming recorded gross gaming revenue of 2.2 million euros for the year ended December 31, 2021 (3.2 million euros in 2020).
LOOT.BET will benefit from the recently granted Isle of Man online gaming license and Intema’s growing esports and iGaming ecosystem.
MONTREAL, Feb. 22, 2022 (GLOBE NEWSWIRE) -- Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that the Corporation has satisfied the outstanding conditions for the release of the escrowed funds from the Corporation's previously announced C$10.007 million private placement (the "Offering") of subscription receipts (the "Subscription Receipts").
The Corporation is also very pleased to announce that it has closed its previously announced transaction with Livestream Gaming Ltd (“Livestream”), whereby Intema has acquired all of the issued and outstanding securities in the capital of Livestream (the “Transaction”). The Consideration (as defined herein) will be held in escrow pending posting of the filing statement on SEDAR and issuance of the TSX Venture Exchange bulletin about the Transaction. Livestream is the parent company of LOOT.BET, a licensed server-based real-money online gaming platform and a top brand in the esports betting space. For the year ended December 31, 2021, Livestream recorded gross gaming revenue of 2.2 million euros (3.2 million euros in 2020) and a net loss of 173,818 euros (net loss of 113,808 euros in 2020) as per the draft audited statements, mainly from gamers in Europe and Asia.
“This is a great day for Intema as LOOT.BET is an important steppingstone for us in the esports and iGaming sectors,” said Laurent Benezra, President and CEO of Intema. “I would like to thank our shareholders, investors, employees and stakeholders for their overwhelming support and patience in closing this game-changing acquisition. In our view, LOOT.BET’s online gaming platform is second to none and has great market and scaling potential. With the Isle of Man online gaming license in place, LOOT.BET is well positioned to expand its operations globally, which enables us to accelerate our expansion. Over the last year, Intema’s team has been working hard in parallel to build our esports and iGaming ecosystem in anticipation of this very moment, and we look forward to sharing our progress as we continue to expand our activities and focus on achieving profitable growth.”
Closing of the Transaction
In connection with the escrow release, the 20,014,000 Subscription Receipts issued pursuant to the Offering will be automatically exercised into 20,014,000 common shares of the Corporation (each, a "Common Share") and 10,007,000 common share purchase warrants of the Corporation (each, a "Warrant") for gross proceeds of C$10.007 million. Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.90 for a period of 12 months from the date of issuance.
It is expected that the Corporation will use a portion of the escrowed proceeds to fund the cash consideration (the "Cash Consideration") payable to the vendors in connection with the Transaction. In connection with the closing of the Transaction, the Corporation also issued 6,470,588 Common Shares at a deemed price of $0.425 per Share to the vendors (together with the Cash Consideration, the "Consideration").
In connection with the Private Placement, the Corporation paid to eligible arm’s length parties (each a “Finder”): (i) an aggregate cash fee $383,695; and (ii) 1,019,921 Finders warrants (each a “Finder Warrant”). Each Finder Warrant will be exercisable into one additional common share at an exercise price of $0.90 per share for a period of 12 months from the closing of the Transaction.
All securities issued pursuant to the Transaction and the Finder Warrants are subject to a statutory hold period of four months and one day, expiring on June 19, 2022.
Certain insiders of the Corporation subscribed for 1,186,000 Subscription Receipts under the Offering and such transaction is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any securities issued to or the consideration paid exceeded 25% of the Corporation’s market capitalization.
Grant of Options
Lastly the Corporation’s board of directors has approved the grant of stock options (the “Options”) exercisable for a total of 6,029,412 common shares (“Common Shares”) to its directors, officers, employees and consultants. All Options were granted pursuant to the Corporation’s stock option plan and are subject to the terms of the applicable grant agreements and the requirements of the TSX Venture Exchange.
The Options were granted at an exercise price of $0.50. 3,529,412 Options shall expire on February 18, 2024, and 2,500,000 Options shall expire on February 18, 2027.
Share issuance to Agora
Further to its news release of April 21, 2021, on January 12, 2022, Intema issued an aggregate of 59,154 common shares of the Corporation at a deemed price of $0.355 per share to Agora Internet Relations Corp. in consideration of services rendered.
About LOOT.BET
LOOT.BET is one of the global leaders in esports betting, with a focus on live betting and online gaming and building an exceptional product for its 450,000+ registered users. Supported by a professional operational and software development team of over 50 employees, LOOT.BET is world-renowned not only as an established and reliable esports betting platform but also as a supporter of the esports industry. It is a regular sponsor of notable professional tournaments and teams and a partner of leading esports operators, studios and bright esports talents and influencers. It is also a proud supporter of the anti-corruption esports Integrity Commission, helping the organization combat match-fixing and betting fraud, thereby contributing to the development and maturing of both the esports and the esports betting industries. For more information, please visit LOOT.BET.
About Intema
Intema Solutions Inc. is the emerging world leader in the esports and iGaming industry. Our mission is to bring the excitement of esports betting to the entire world through fully licensed, secure online platforms. Our ecosystem consists of subsidiaries in esports, iGaming, product branding, digital advertising and marketing campaign design that are all complementary drivers of our future revenue growth. For more information, please visit our corporate website at intema.ca.
Contact
Laurent Benezra
President and CEO
514-861-1881
info@intema.ca
Forward-Looking Statements
This press release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements” within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, included in this press release, including, without limitation, those regarding the Private Placement; the expected development of the Corporation’s business and projects; execution of the Corporation’s vision and growth strategy; sources and availability of financing for the Corporation’s projects; and future liquidity, working capital, and capital requirements, are forward-looking statements. Although the forward-looking statements in this press release are based upon what management of the Corporation believes are reasonable assumptions, they are inherently subject to significant business, economic and competitive uncertainties, and contingencies, and there can be no assurance that they will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-Looking statements can generally be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements in this press release relate to, among other things, statements relating to the terms of the Private Placement and the terms of the Proposed Transaction; Intema’s future outlook and anticipated events or results; and the completion of the Private Placement and the Proposed Transaction. Actual future results may differ materially. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. The Corporation’s statements expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties, and conditions, many of which are outside of the Corporation’s control, and undue reliance should not be placed on such statements. Forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding the Private Placement and the Proposed Transaction, including: that the Corporation’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to finance operations and/or obtain any future strategic investment necessary to implement new technologies; the inability to build a sustainable, conscientious company with a stronger presence online through new products in esports and gaming; the inability to obtain, or maintain, gaming license(s); and that market conditions related to the COVID-19 pandemic may negatively affect the outcome of the business or operations of the Corporation, including its results and financial condition. Except as required by securities law, the Corporation does not assume any obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. The Corporation undertakes no obligation to update forward-looking statements except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy of this release.
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