- 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.
Intema Solutions Inc. (TSX-V: ITM) (OTC: 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.
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.
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.