Intema signs definitive share purchase agreement to acquire Livestream Gaming Ltd

Intema Solutions Inc.

 (“

Intema

” or the “

Corporation

”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce the signing of a definitive share purchase agreement dated January 27, 2022 with Livestream Gaming Ltd, Belize (“

Livestream

”) with respect to a proposed transaction (the “

Transaction

”), whereby Intema will acquire all of the issued and outstanding securities in the capital of Livestream (the “

Livestream Securities

”). Livestream is a private corporation which owns LOOT.BET, a licensed server-based real-money gaming platform and a top brand in the world of esports betting.

Pursuant to the Transaction, 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) the issuance of 6,470,588 common shares of Intema.

In addition, Intema will pay Livestream securities holders up to an additional $3,000,000 in cash, subject to the achievement of the following milestones: (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.

“After months of hard work and negotiations, we are thrilled to have signed this definitive agreement to purchase Livestream, which will allow Intema to become a major player in the esports and iGaming sectors,” said Laurent Benezra, President and Chief Executive Officer of Intema. “LOOT.BET is unequivocally the best online betting platform in the world and, with the help of Intema’s emerging ecosystem and Isle of Man license, it has the potential to grow significantly more. We look forward to the final closing so we can truly begin our journey.”The Corporation expects the transaction to close on or about February 7, 2022, after receiving final regulatory approval.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, 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 [e-mail]

Forward-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.