Intema closes a second tranche of financing
Company hits $ 10 million minimum
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MONTREAL, Oct. 6, 2021 (GLOBE NEWSWIRE) – Solutions Intéma inc. (“Intema“or the”company”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that following its dated press releases June 17, 2021 and August 31, 2021, it finalized a second tranche of its non-brokered private placement of subscription receipts (the “Private placement”), Bringing the total gross proceeds to $ 10,007,000 from 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 completed by the Company as part of its previously announced transaction proposal (the”Proposed operation“), pursuant to which the Company will acquire all of the issued and outstanding securities of Livestream Gaming Ltd. (“Direct“), owner of LOOT.BET.
“We are happy and proud that our current and future shareholders have shown such confidence in Intema’s future projects, allowing us to reach the minimum amount that we have set for the acquisition of Livestream”, declared Laurent Benezra, President and CEO of Intema. “With the progress we have made over the past few weeks and the continued momentum in the esports and iGaming sectors, we have seen a significant increase in demand for our funding, which leads us to believe that we will be able to achieve our goal of $ 15 million. . “
The Subscription Receipts were issued pursuant to a Subscription Receipt Agreement between Intema and the Subscription Receipt Agent (the “Subscription receipt agreement“). Pursuant to the Subscription Receipt Agreement, each Subscription Receipt will automatically be exchanged for a Unit of the Company (a “”Unity“), requiring no further consideration or action from the holder, once certain conditions of release from escrow have been satisfied in connection with the proposed transaction, including (i) any conditions precedent to the completion of the proposed transaction having been satisfied, (ii) the Company is not in violation or in default of any of its covenants or obligations under the Subscription Receipt Agreement, and (ii) the Receiver has received a notice from the Company that all of the conditions precedent to the completion of the proposed Transaction have been met or waived, except for the payment of escrowed funds to the Company in accordance with the subscription receipt agreement (the “Escrow Release Conditions“). All proceeds from the private placement are held in escrow pending 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 canceled and the holders of Subscription Receipts will receive an amount equal to the total Subscription Price of their Subscription Receipts and interest earned, if any, on that subscription price.
Each unit consists of one ordinary share of the Company (a “Ordinary share“) and a half-purchase warrant for common shares of the Company (each entire warrant, a”To guarantee“). Each warrant entitles its holder to purchase one common share at an exercise price of $ 0.90 for a period of 12 months from the date of issue.
In connection with the private placement, the Company, once the escrow release conditions are met, will pay the qualifying arm’s length parties (each a “”Searcher“): (i) a cash commission of 6% of the total value of subscription receipts sold as part of the private placement in respect of subscriptions referred to the Company or originating directly from Finder and issued at closing of the first tranche of the Private Placement; and (ii) a certain number of Finders warrants (each a “Research mandate“) equal to 8% of the subscription receipts sold which have been referred or directly obtained by the Inventor to the Company. The Inventor Warrants will be issued on the same conditions as the Warrants.
The Company intends to use all of the net proceeds raised under the private placement to fund the proposed transaction.
Certain officers and a director of the Company subscribed for a total of 750,000 subscription receipts under the private placement for aggregate proceeds of $ 375,000. Due to this insider participation, the Private Placement constitutes a related party transaction as defined in Multilateral Instrument 61-101 (“MI 61-101“). Neither the Company, nor to the knowledge of the Company after reasonable investigation, a related party is aware of material information concerning the Company or its securities which has not been generally disclosed. The private placement is exempt from the formal assessment and minority shareholder approval requirements of NI 61-101, as it was a cash distribution of securities and neither was the fair market value of the subscription receipts distributed to, nor the consideration received from interested parties. exceeded $ 2,500,000. The Company did not file a material change report more than 21 days before the planned closing of the Private Placement because the details of the Company’s related party ownership were not settled until shortly before the first closing of the Private Placement. Private Placement and The Company wanted to close on an expedited basis for business reasons.
The proposed transaction is subject to a number of conditions, including, without limitation, the approval of the TSX Venture Exchange. There can be no assurance that the proposed transaction will be completed as proposed or that it will be completed.
Intema is the emerging global leader in the esports and iGaming industry. Our mission is to bring the excitement of esports betting to the world through fully licensed, safe and secure online platforms. Our ecosystem consists of subsidiaries in the areas of esports, iGaming, product branding, digital advertising and the design of marketing campaigns which are all complementary engines for the future growth of our income. 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 fact, included in this release press release, including, but not limited to, those relating to the private placement and the proposed transaction are forward-looking statements to material business, economic and competitive uncertainties and contingencies, and there can be no assurance that they will will prove to be correct because actual results and future events could differ materially from those anticipated in such statements. intention “,” estimate “,” plan “,” anticipate “,” expect “,” believe “or” continue “, or the negative of these or similar variations laires. Forward-looking statements contained in this press release relate, among other things, to 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 differ materially 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 control of the Company, and you should not place undue reliance on these statements. statements. Forward-looking statements are subject in their entirety to the risks and uncertainties inherent in the private placement and the proposed transaction, including: that the Company’s assumptions in making forward-looking statements may prove to be inaccurate; unfavorable general market conditions and competition; there is no guarantee that subsequent tranches of the Private Placement will be completed or as to the amount of gross proceeds to be raised under the Private Placement, in particular, the amount raised may be significantly lower than the amounts anticipated as a result of, inter alia, market conditions and investor behavior; and there can be no assurance that Intema will obtain all of the required approvals for the proposed transaction or meet all of the conditions of the proposed transaction, including the approval of the TSX Venture Exchange (which may be conditional on changes to the terms of the transaction proposed). Except as required by securities law, the Company assumes no obligation to update or revise forward-looking statements, whether as a result of new information, events or otherwise. The Company assumes 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 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.