NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
MONTREAL, Oct. 06, 2023 (GLOBE NEWSWIRE) — Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that further to its press releases dated June 17, 2023 and August 31, 2023, it has completed a second tranche of its non-brokered private placement of subscription receipts (the “Private Placement”), bringing the total gross proceeds to $10,007,000 of a maximum of $15,000,000. The second tranche consisted of the issuance of 8,594,000 subscription receipts (each a “Subscription Receipt”) at a price of $0.50 per Subscription Receipt (the “Subscription Price”) for gross proceeds of $4,297,000. The Private Placement is being undertaken by the Corporation in connection with its previously announced proposed transaction (the “Proposed Transaction”), whereby the Corporation will acquire all of the issued and outstanding securities of Livestream Gaming Ltd. (“Livestream”), owner of LOOT.BET.
“We are pleased and proud that our current and future shareholders have shown such confidence in Intema’s future plans, allowing us to reach the minimum amount we set for the Livestream acquisition,” said Laurent Benezra, President and CEO of Intema. “With the progress we have made in recent weeks and the continued momentum in the esports and iGaming sectors, we have seen a significant increase in demand for our financing, which leads us to believe that we’ll be able to reach our $15 million target.”
The Subscription Receipts were issued pursuant to a subscription receipt agreement entered into between Intema and the subscription receipt agent (the “Subscription Receipt Agreement”). Pursuant to the Subscription Receipt Agreement, each Subscription Receipt will be automatically exchanged for one unit of the Corporation (a “Unit”), requiring no additional consideration or action on the part of the holder, upon the satisfaction of certain escrow release conditions in connection with the Proposed Transaction, including (i) all conditions precedent to the completion of the Proposed Transaction having been satisfied, (ii) the Corporation not being in breach or default of any of its covenants or obligations under the Subscription Receipt Agreement, and (ii) the escrow agent having received a notice from the Corporation that all conditions precedent to the completion of the Proposed Transaction have been satisfied or waived, other than the release of the escrowed funds to the Corporation pursuant to the Subscription Receipt Agreement (the “Escrow Release Conditions”). All proceeds of the Private Placement are being held in escrow pending the satisfaction of the Escrow Release Conditions. If the Proposed Transaction is not completed within 180 days of the closing of the first tranche of the Private Placement, the Subscription Receipts will be deemed to be cancelled and the holders of Subscription Receipts will receive an amount equal to the aggregate Subscription Price of their Subscription Receipts and the interest earned, if any, on such Subscription Price.
Each Unit consists of one common share of the Corporation (a “Common Share”) and one-half of one common share purchase warrant of the Corporation (each whole warrant, a “Warrant”). 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.
In connection with the Private Placement, the Corporation, upon satisfaction of the Escrow Release Conditions, shall pay eligible arm’s length parties (each a “Finder”): (i) a cash fee of 6% of the aggregate value of Subscription Receipts sold pursuant to the Private Placement in respect of subscriptions referred to the Corporation or directly sourced by the Finder and issued on the closing of the first tranche of the Private Placement; and (ii) a number of Finders warrants (each a “Finder Warrant“) equal to 8% of the Subscription Receipts sold that were referred to or directly sourced by the Finder to the Corporation. The Finder Warrants will be issued on the same terms as the Warrants.
The Corporation intends to use the net proceeds raised under the Private Placement entirely to fund the Proposed Transaction.
Certain officers and a director of the Corporation subscribed for an aggregate of 750,000 Subscription Receipts pursuant to the Private Placement, for total aggregate proceeds of $375,000. As a result of this insider participation, the Private Placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (“MI 61-101”). Neither the Corporation, nor to the knowledge of the Corporation after reasonable inquiry, a related party, has knowledge of any material information concerning the Corporation or its securities that has not been generally disclosed. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as it was a distribution of securities for cash and neither the fair market value of the Subscription Receipts distributed to, nor the consideration received from, interested parties exceeded $2,500,000. The Corporation did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by related parties of the Corporation were not settled until shortly prior to the first closing of the Private Placement and the Corporation wished to close on an expedited basis for business reasons.
The Proposed Transaction is subject to a number of conditions, including, without limitation, approval of the TSX Venture Exchange. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
About Intema
Intema is the world’s emerging leader in the esports and iGaming industry. Our mission is to bring the excitement of esports betting to the entire world through fully licensed, safe and 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
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, and the Proposed Transaction 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 Proposed Transaction (including Exchange approval of 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; there is no assurance that subsequent tranches of the Private Placement will be completed or as to the amount of gross proceeds to be raised in connection with the Private Placement, in particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; and there is no assurance Intema will obtain all requisite approvals for the Proposed Transaction or fulfill all the conditions of the Proposed Transaction, including the approval of the TSX Venture Exchange (which may be conditional upon amendments to the terms of the Proposed Transaction). 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.
CONTACT
Laurent Benezra
514-861-1881
[email protected]
