Intema to Acquire Leading Esports Betting Platform LOOT.BET

Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that it entered into an arm's length binding letter of intent (the “LOI”) dated April 30, 2021 with Livestream Gaming Ltd, Belize (“Livestream”) with respect to a proposed transaction (the “Proposed Transaction”), whereby Intema will acquire all of the issued and outstanding securities of in the capital of Livestream (the “Livestream Securities”). Livestream is a private Cyprus-based corporation which owns LOOT.BET, a Curaçao licensed server-based real-money gaming platform and a top brand in the world of esports betting.

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 the year ended December 31, 2020, Livestream's unaudited financial statements showed gross gaming revenue of 3.22 million euros (CA$4.8 million) and a net profit of 79,806 euros (CA$114,792), mainly from gamers in Europe and Asia.

“This is a pivotal transaction for Intema that will make us a leader in esports betting,” said Laurent Benezra, President and CEO of Intema. “LOOT.BET will be a significant part of our ecosystem, which now consists of not only esports betting, but also peer-to-peer gaming, esports tournaments and advertising through HypeX.gg, Advertiise and TheSMACK.gg. All are complementary drivers of our future revenue growth. We are excited to have these companies and their experienced teams within our family. We are now focusing on closing these transactions so that we can offer the best experience possible through fully licensed, safe and secure online platforms.”

“Intema was a logical next step for LOOT.BET to pursue its growth, as it will allow us to expand into new markets in North America and benefit from synergies with complementary businesses to drive more traffic and thus more revenue,” said Peter Zhalov, CEO of Livestream. “We are impressed with what Intema has achieved over a very short period of time. We see the potential once all the elements are in place, and we are thrilled to be part it.”

Proposed Transaction Summary

The LOI provides that the Corporation and Livestream will negotiate and enter into a definitive agreement respecting the Proposed Transaction (the "Definitive Agreement"), according to which Intema will acquire all of the issued and outstanding Livestream Securities for a consideration of $14,750,000 to the Livestream securities holders on the closing date as follows: (i) $8,000,000 in cash, (ii) $4,000,000 by the issuance of a secured vendor take back note of Intema bearing 12% interest from the date of any default (a first tranche of $2,000,000 maturing on the ninth month following the closing date, and the balance on the eighteenth month following the closing date), and (iii) $2,750,000 payable by the issuance of Intema common shares (each a “Share”), issued at a per-share price equal to the five-day volume-weighted average trading price of the Shares on the TSX Venture Exchange (the “TSXV”), as of the date of signing of the definitive agreement.

In addition, Intema will pay the Livestream securities holders up to an additional $3,000,000 in cash, subject to the achievement of the following milestones (the “Milestone Payments”): (i) $1,500,000, if Livestream generates minimum gross gaming revenue of $7,500,000 during the 12-month period following the closing date, and (ii) an additional $1,500,000, if Livestream generates minimum gross gaming revenue of $11,250,000 during the 13- to 24-month period following the closing date.

Intema will also make a minimum capital contribution of $6,000,000 to the operations of Livestream over a period of 2 years following the closing date.

It is anticipated that prior to the closing of the Proposed Transaction, Intema will complete a private placement (the “Concurrent Financing”) of subscription receipts of Intema (each, a “Subscription Receipt”) for aggregate gross proceeds of a minimum of $10,000,000, at a price per Subscription Receipt to be determined in the context of the market.

The Proposed Transaction is subject to a number of terms and conditions, including, but not limited to:

The receipt of all required financial statements of Livestream;
As at the closing of the Proposed Transaction, Livestream will have no payables (less cash) other than ordinary course trade payables not to exceed an agreed upon amount;
Any obligations of the Corporation associated with the Proposed Transaction shall have been settled;
Completion of the Concurrent Financing and receipt of proceeds thereunder;
Approval of the TSXV in respect of the Proposed Transaction;
Approval of the shareholders of the Corporation to the Proposed Transaction, if required;
Execution of the Definitive Agreement in respect of the Proposed Transaction;
Completion of mutual due diligence; and
Receipt of any required third-party consents, if required.

It is currently anticipated that the Proposed Transaction will close in the third quarter of 2021.

Trading in the Shares will remain halted until the resumption of trading is approved by the TSXV in connection with the completion of the Proposed Transaction. Further details concerning the Proposed Transaction and other matters will be announced if and when a Definitive Agreement is executed.

About IntemaIntema 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

About HypeX.ggOn the retail side HypeX.gg is an esports tournament and social platform. On the commercial side HypeX is a next-gen advertising platform specializing in endemic and non-endemic advertising opportunities. HypeX has refined esports demand into three major categories of individuals: Athletes, Audience members and Content creators. By designing functionality and incentive to appeal to these three categories, HypeX creates seamless advertising opportunities for retail brands, organizations and companies. Within these engagements HypeX is able to elicit specific consumer behaviours on behalf of the brand, offering a significantly greater return on investment on their advertising budget. In addition to having 50,000 users, HypeX has run tournaments and established partnerships with over 20 different brands and organizations internationally. hypex.gg

About AdvertiiseAdvertiise is an advertising marketplace that connects buyers and sellers of new and unique advertising opportunities as well as existing traditional advertising inventory across all advertising mediums. It was a first-mover in peer-to-peer advertising marketplace development and continues to advance innovative measures to evolve the advertising industry via ledger-based Blockchain and AI technology. Advertiise is dedicated to the expansion and democratization of advertising opportunities on a local, regional and global level and is the 'Home of Advertising Space.' advertiise.com

About TheSMACK.ggTheSMACK.gg is a B2B and B2C provider of esports-related products and services enabling retail brands as well as individuals, to participate in endemic and non-endemic advertising opportunities. TheSMACK.gg retail service line includes product branding, digital advertising and marketing campaign design. With access to a wide range of assets we can be sure to increase your brand engagement and equity all within niche gaming demographics. TheSMACK.gg

Forward-Looking StatementsThis news release may contain "forward-looking statements" within the meaning of applicable Canadian securities laws, including, without limitation: execution of a Definitive Agreement, any potential Financing and the successful closing of the Proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. These statements generally can 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 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 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.

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.