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MONTREAL, Aug. 31, 2021 (GLOBE NEWSWIRE) — Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that further to its press release dated June 17, 2021, it has completed the first tranche of its non-brokered private placement of subscription receipts (the “Private Placement”). The first tranche closing consisted of 11,420,000 subscription receipts (each a “Subscription Receipt”) at a price of $0.50 per Subscription Receipt (the “Subscription Price”) for aggregate gross proceeds of $5,710,000. 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.
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 into one unit of the Corporation (a “Unit”), for 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 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”). The proceeds of the first tranche 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 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: (1) 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.
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.
Lastly, Intema announces the termination of the non-binding letter of intent to acquire Advertiise Technologies, Inc. (the “Acquisition”), as outlined in the Company’s news release of April 14, 2021. To the date hereof, the Corporation had been carrying out due diligence in order to complete a valid and viable transaction. As a result of due diligence, it has decided it was in the best interests of its shareholders to no longer pursue the Acquisition.
Intema Solutions Inc. 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.
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.