Intema closes acquisition of Livestream Gaming in receivership
- The Company satisfies the conditions to acquire Livestream Gaming and triggers the automatic exercise of Intema’s common stock subscription receipts and warrants.
- Livestream Gaming is the parent company of LOOT.BET, a leading online gaming platform and brand in the sports betting space.
- The acquisition will be accretive to Intema’s revenue: Livestream Gaming recorded gross gaming revenue of €2.2 million for the year ended December 31, 2021 (€3.2 million 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. 18. 2022 (GLOBE NEWSWIRE) — Interma Solutions Inc. (“Interma“or the”society”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that the Company has satisfied the outstanding conditions for the release of the escrowed funds from the C$10.007 million private placement previously announced by the Company (the “Offer“) of the Subscription Receipts (the “Subscription receipts“).
The Company is also very pleased to announce that it has closed its previously announced transaction with Livestream Gaming Ltd (“Direct“), whereby Intema 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 publication of the filing statement on SEDAR and publication of the TSX Venture Exchange bulletin regarding the Transaction. Livestream is the parent company of LOOT.BET, a licensed server-based real money online gaming platform and a leading brand in the sports betting space. For the year ended December 31, 2021, Livestream recorded gross gaming revenue of €2.2 million (€3.2 million in 2020) and a net loss of €173,818 (net loss of €113 808 euros in 2020) according to the audited state projects, mainly from players in Europe and Asia.
“It’s a great day for Intema as LOOT.BET is an important stepping stone for us into 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 continued support and patience in completing this game-changing acquisition. In our opinion, LOOT.BET’s online gambling platform is unrivaled and has great market and growth potential. With the Isle of Man online gambling license in place, LOOT.BET is well positioned to expand its operations globally, enabling us to accelerate our expansion. Over the past year, the Intema team has been working hard in parallel to build our esports and iGaming ecosystem in preparation for this exact moment, and we look forward to sharing our progress as we continue to grow our business and focus on achieving profitable growth.
Closing of the Transaction
In connection with the release of escrow, the 20,014,000 subscription receipts issued in connection with the placement will be automatically exercised into 20,014,000 common shares of the Company (each, a “Ordinary share“) and 10,007,000 common stock purchase warrants of the Company (each, one “To guarantee“) for gross proceeds of C$10.007 million. Each warrant entitles the holder to purchase one common share at an exercise price of $0.90 for a period of 12 months from the date of purchase. ‘episode.
It is expected that the Company will use a portion of the escrow proceeds to fund the cash consideration (the “Cash consideration“) payable to the sellers in connection with the transaction. In connection with the closing of the transaction, the Company also issued 6,470,588 common shares at a deemed price of $0.425 per share to the sellers (with cash consideration, the “Consideration“).
In connection with the private placement, the Company paid to the arm’s length eligible parties (each aSearcher”): (i) an aggregate cash compensation of $383,695; and (ii) 1,019,921 Finders Warrants (each a “Research mandate”). Each finder’s 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 the securities issued in the context of the Operation and the BSA Finder are subject to a legal holding period of four months and one day, expiring on June 19, 2022.
Certain insiders of the Company subscribed for 1,186,000 Subscription Receipts in connection with the Offering and this transaction is considered a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of NI 61-101 as neither the fair market value of the securities issued nor the consideration paid exceeded 25% of the Company’s market capitalization.
Grant of options
Finally, the Board of Directors of the Company approved the granting of stock options (the “Choice”) exercisable for a total of 6,029,412 ordinary shares (“Ordinary actions”) to its directors, officers, employees and consultants. All options were granted under the Company’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 will expire on February 18, 2024 and 2,500,000 options will expire on February 18, 2027.
Issuance of shares to Agora
Following its April 21, 2021 press release, on January 12, 2022, Intema issued an aggregate of 59,154 common shares of the Company at a deemed price of $0.355 per share to Agora Internet Relations Corp. in return for services rendered.
LOOT.BET is one of the world’s leading sports betting companies, with a focus on live betting and online gaming and creating an exceptional product for its over 450,000 registered users. Supported by a professional operational and software development team of over 50 employees, LOOT.BET is recognized globally 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 major esports operators, studios and bright esports talent and influencers. He is also a proud supporter of the Esports Anti-Corruption Integrity Commission, helping the organization fight match-fixing and betting fraud, thereby contributing to the development and maturation of the esports industries and sports betting. For more information, please visit LOOT.BET.
Intema Solutions Inc. is the emerging global leader in the esports and online gaming industry. Our mission is to bring the excitement of sports betting to the world through secure and licensed online platforms. Our ecosystem consists of subsidiaries in esports, iGaming, product branding, digital advertising and marketing campaign design which are all complementary drivers of our future revenue growth. For more information, please visit our corporate website at intema.ca.
President and CEO
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 fact, included in this press release press release, including, without limitation, those relating to the private placement; the planned development of the Company’s business and projects; the execution of the Company’s vision and growth strategy; the sources and availability of financing for the Company’s projects; and future cash, working capital and Although the forward-looking statements in this press release are based on what management of the Company believes to be reasonable assumptions, they are inherently subject to significant business, economic and competitive uncertainties and contingencies, and it p there can be no assurance that they will prove to be accurate, as actual results These events and future events could differ materially from those anticipated in these 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. The forward-looking statements contained 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; Interma’s future prospects 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 such forward-looking statements. and forward-looking statements. statements are not guarantees of future performance. The statements of the Company expressed or implied by these forward-looking statements are subject to a number of risks, uncertainties and conditions, many of which are beyond the Company’s control, and undue reliance should not be placed on these 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 Company’s assumptions in making forward-looking statements may prove to be incorrect; general adverse market conditions and competition; the inability to fund operations and/or secure any future strategic investments necessary to implement new technologies; the inability to build a sustainable and conscientious business with a stronger online presence through new products in esports and gaming; failure to obtain or maintain one or more gaming licenses; and that market conditions related to the COVID-19 pandemic could adversely affect the results of the Company’s business or operations, including its results and financial condition. Except as required by securities laws, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise. The Company undertakes no obligation to update forward-looking statements, except as required by applicable securities laws. Readers are cautioned not to place undue reliance on forward-looking statements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.