Intema Solutions Inc. is pleased to announce that it has received conditional approval (the “Conditional Approval“) from the TSX Venture Exchange for the acquisition (the “Proposed Transaction“) of all of the issued and outstanding securities in the capital of Livestream Gaming Ltd. (“Livestream“). More information about the Proposed Transaction is included in the press release dated May 3, 2021.
“Today marks an important milestone for Intema,” said Laurent Benezra, Intema’s President and Chief Executive Officer. “We understood when we entered into the agreement with Livestream and took the deliberate decision to complete this transaction as a TSXV Issuer that we would need to invest the time and resources to meet their enhanced requirements and fully commit to the process. We have aggressively advanced the Proposed Transaction since, thanks to the attentiveness and solutions-oriented approach of the TSXV, to secure conditional approval of our Proposed Transaction.”
Having received the Conditional Approval, Intema anticipates its common shares will resume trading in the near future.
The completion of the Proposed Transaction remains subject to final approval by the TSXV and fulfillment of TSXV requirements, including among other things: (i) obtaining a gaming license pursuant to the Online Gambling Regulation Act 2001 of the Isle of Man prior to the closing of the acquisition of Livestream, and (ii) filing on SEDAR of a filing statement (the “Filing Statement“), which will include the audited financial statements of Livestream for the year ended December 31, 2020 and the interim unaudited financial statements as at September 30, 2021 with comparatives and pro forma financial statements. Readers are strongly encouraged to review the Filing Statement for full details on the Proposed Transaction.
In connection with the Proposed Transaction, the Corporation intends to change its name to “React Gaming Group Inc.” The name change will be effective at the closing of the Proposed Transaction and is subject to shareholder approval.
Mr. Benezra added, “Alongside the Proposed Transaction, we have been hard at work mapping out our migration under the Isle of Man gaming regime and expansion in new markets to position as a contender in the fast-growing esports gaming space and beyond. Having closed a $10 million non-brokered private placement and working towards a third and final tranche closing, we will be well funded for our near-term plans regarding the LOOT.BET platform as well as other initiatives, all aimed at unlocking value for our shareholders. I would like to thank all our loyal shareholders, old and new, yet again for their continued patience, and we are looking forward to resuming trading shortly.”
Livestream Acquisition
Intema and Livestream continue to progress towards the closing of the Proposed Transaction as previously announced. Its due diligence is completed, the definitive share purchase agreement is being finalized and the Corporation expects to have its Isle of Man gaming license hearing on December 9, 2021.
Livestream is a private corporation which owns LOOT.BET, a Curaçao licensed server-based real-money gaming platform and website, 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, online gaming and supporting 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.
The table below provides a summary of Livestream management prepared current financial information, the re-audit of which is progressing and should be completed in December 2021:
| For the year ended December 31, 2020 (unaudited) |
For the year ended December 31, 2019 (unaudited) |
|||||||
| (CA$)* | (€) | (CA$)* | (€) | |||||
| Total revenue | 12,588,975 | 8,229,042 | 8,655,450 | 5,826,097 | ||||
| Operating profit | 1,152,316 | 753,235 | 334,905 | 225,429 | ||||
| Net income/(loss) and comprehensive income/(loss) for the period | 191,619 | 125,256 | (158,398 | ) | (106,620 | ) | ||
| Total assets | 4,656,474 | 2,983,389 | 3,406,902 | 2,336,215 | ||||
| Total liabilities | 5,729,703 | 3,671,004 | 4,592,298 | 3,149,076 | ||||
| Total long-term liabilities | – | – | – | – | ||||
| Cash dividends declared | – | – | – | – | ||||
* The profit and loss items use the year-to-date average CA$/€ exchange rates of 1.529823 for 2020 and 1.485634 for 2019; the balance sheet items use the year end spot rate of 1.5608 for 2020 and 1.4583 for 2019.
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