Intema Provides Update on Livestream Acquisition and Concurrent Financing
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MONTREAL, June 17, 2021 (GLOBE NEWSWIRE) — Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce the terms of the financing being undertaken by the Corporation in connection with its previously announced proposed acquisition of all of the issued and outstanding securities of Livestream Gaming Ltd (see press release dated May 3, 2021) (the “Proposed Transaction”). Intema intends to complete a non-brokered private placement of a minimum of 20,000,000 and a maximum of 30,000,000 subscription receipts (each a “Subscription Receipt”) at a price of $0.50 per Subscription Receipt (the “Subscription Price”) for aggregate gross proceeds of a minimum of $10,000,000 and a maximum of $15,000,000 (the “Private Placement”).
The Subscription Receipts will be issued pursuant to a subscription receipt agreement to be 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 Private Placement will be 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 the 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 will consist 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 will entitle 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 satisfaction of the Escrow Release Conditions.
In connection with the Private Placement, the Corporation shall pay eligible arm’s length parties (each a “Finder”) a cash fee equal to 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 Private Placement. The Corporation shall also issue to each Finder that number of Warrants equal to 8% of the number of Subscription Receipts sold that were referred to or directly sourced by the Finder to the Corporation.
The Corporation intends to use the net proceeds raised under the Private Placement for its expansion and business development activities, including the Proposed Transaction, general working capital and for corporate purposes.
Closing of the Private Placement is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued pursuant to the Private Placement, including the Subscription Receipts, the Common Shares and Warrants to be issued upon the deemed exercise of the Subscription Receipts, will be subject to a statutory hold period of four months and a day from the closing of the Private Placement.
The Proposed Transaction will constitute a fundamental acquisition under TSXV Policy 5.3, and as such it will be subject to the approval of the TSXV, which will require a filing statement to be completed as well as meeting the general requirements of TSXV Policy 2.10 Listing of Emerging Market Issuers. As the transaction is arm’s length and is not expected to create any new control persons, it is not expected that the shareholders of Intema will be required to approve the Proposed Transaction. Trading of Intema’s shares on the TSXV will remain halted until satisfactory review of the Proposed Transaction by the TSXV.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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; 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.