ITM Intema Solutions Inc

Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that its securities will resume trading at the opening of the markets on Monday, November 22, 2021.

“We are excited to have our stock trading again and to pursue our growth plans in the rapidly growing esports and iGaming sectors,” said Laurent Benezra, President and CEO of Intema. “In the coming weeks, we will pursue our efforts to finalize the acquisition of Livestream Gaming Ltd. (“Livestream”), owner of LOOT.BET, and meet the conditions for approval of the transaction, including, but not limited to, obtaining a gaming license from the Isle of Man and filing the required documentation with the regulatory authorities.”“Since entering the esports and iGaming sectors in early 2021, we have completed the acquisitions of the social and esports platform HypeX.gg, the B2B and B2C esports-related product and service provider The SMACK.gg, and the Team BH esports team, which are all part of the ecosystem we are building. We believe the portfolio of products and services we have cultivated will complement the LOOT.BET online gaming platform and website once the acquisition of Livestream is complete. We have also enhanced the quality and expertise of our management team with the addition of Scott Meyers as CFO, and of our board of directors with the addition of Art Manteris, Marc Brassard and Philip Nolan, all of whom have made solid contributions to our ongoing projects.”“Once the Livestream transaction is finalized and the final tranche of our financing of up to $15 million financing is in place, Intema will have the tools to pursue the next phase of its global expansion in the esports and iGaming sectors,” concluded Mr. Benezra.Amendment of By-lawsSubject to the approval of the TSXV and in accordance with the provisions of the Canada Business Corporations Act, the Corporation proposes to repeal the current by-laws of the Corporation and adopt new by-laws 1A of general by-laws and 1B of Advance Notice of shareholder nominees for election of directors (the “Advance Notice”). The purpose of the Advance Notice is (i) to ensure that all shareholders receive adequate notice of director nominations and sufficient time and information with respect to all nominees to make appropriate deliberations and register an informed vote; and (ii) to facilitate an orderly and efficient process for annual or special meetings of shareholders of the Corporation. The Advance Notice By-Law fixes the deadlines by which shareholders must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in a timely written notice to the Corporation for any director nominee to be eligible for election at such annual or special meeting of shareholders.Debt SettlementSubject to the approval of the TSXV, the Corporation intends to settle a total of CAD$250,000 of debt (the “Debt”) owed to Mr. Roger Plourde, Former President, CEO and Executive Chairman of the Board (the “Shares for Debt Settlements”) in relation to his departure in 2019. The Corporation wishes to settle the Debt by issuing to Mr. Plourde 1,250,000 common share purchase warrants of the Corporation at a deemed exercise price of $0.20 per common share pursuant to a Termination Agreement dated August 21, 2019 and a final Debt Settlement Agreement dated November 17, 2021.Executive Employment AgreementSubject to the approval of the TSXV, the Corporation reports that it proposes a share issuance of an aggregate of up to 1,283,018 Common Shares as bonus (the “Bonus Shares”) to Mr. Laurent Benezra, the CEO of the Corporation, pursuant to an Executive Employment Agreement dated March 31, 2021. The Bonus Shares will be issued: i. CAD$150,000 or 283,018 Shares as one-time compensation; and ii. over a period of four fiscal years of 2021 to 2024, 250,000 Shares per fiscal year, subject to certain conditions, or 200,000 Shares per fiscal year should the Corporation attain 80% of the financial projection. The Bonus Shares will be subject to restrictions on transfer for a period of four months from issuance.A full description of the Amendment of By-laws, the Debt Settlement and the Employment Agreement are set out in the Corporation’s management information circular which will be filed on SEDAR in connection with an Annual and Special Meeting of the shareholders of the Corporation to be held in December 2021 (date to be confirmed) (the “Annual Meeting”). The Debt Settlement and the Executive Employment Agreement are subject to the approval by a majority of disinterested shareholders at the Annual Meeting.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.ContactLaurent BenezraPresident and CEO514-861-1881info@intema.caForward-Looking StatementsThis 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.