ITM Intema Solutions Inc

Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that it has closed a non-brokered private placement of units for aggregate gross proceeds of $5,000,000 (the “Offering”). The Offering consisted of 25,000,000 units (the “Units”) for issuance at a price of $0.20 per Unit, with each Unit made up of one common share of the Corporation and one warrant, each warrant entitling its holder to acquire one common share of the Corporation at a price of $0.265 for a period of 18 months following the closing of the Offering.

In connection with the Offering, the Corporation paid finder’s fees in cash equal to 8% of the gross proceeds and issued finder’s warrants equal to 8% of the Units sold on certain subscriptions to finders who are at arm’s length with the Corporation. Each finder’s warrant entitles the holder to acquire one common share of the Corporation at a price of $0.265 for a period of 18 months following the closing.

The proceeds of the Offering will be used primarily to pursue Intema’s diversification and for working capital purposes. All securities issued pursuant to the Offering are subject to a hold period of four months and one day, in accordance with applicable Canadian securities legislation. The Offering has been conditionally approved by the TSX Venture Exchange but remains subject to final approval.

An officer of the Corporation subscribed for a total of 500,000 Units, which constitutes a related-party transaction within the meaning of Multilateral Instrument (MI) 61-101 ‒ Protection of Minority Security Holders in Special Transactions. The subscription is exempt from the formal valuation and minority approval requirements set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the shares issued to the insider nor the fair market value of the consideration paid exceeds 25% of the Corporation’s market capitalization. A material change report in respect of this related party transaction will be filed by the Corporation but could not be filed earlier than 21 days prior to the closing of the Offering because the terms and conditions of the participation of each of the unrelated persons and the related party in the Offering had not yet been not determined.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About IntemaIntema has been simplifying and optimizing the online marketing activities of medium and large companies through innovative technologies and cutting-edge expertise for over 20 years. A Canadian leader in permission-based email marketing, Intema provides a wide range of products and services, including content and predictive AI marketing, as well as related professional services. For more information, please visit our corporate website at intema.ca.

Forward-Looking StatementsThis press release may contain “forward-looking statements”. All statements other than statements of historical facts included in this press release, including, without limitation, those regarding the projected financial performance of the Corporation; 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; renewal of the Corporation’s current customer, supplier and other material agreements; 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, 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. 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.

 

CONTACT
Laurent Benezra	Alain Béland
514-465-5453	514-947-5784
laurent@intema.ca	alain@intema.ca