Intema to Acquire Leading Esports Betting Platform LOOT.BET

• Intema signs letter of intent to acquire Livestream Gaming Ltd, Belize.


• Livestream Gaming owns LOOT.BET esports bookmaker platform, a world leader in esports betting.


• LOOT.BET betting handle was 62.2 million euros (CA$92.2 million) for the year ended December 31, 2020.


• Acquisition to be accretive to Intema’s revenues: Livestream Gaming recorded unaudited gross gaming revenue of 3.2 million euros (CA$4.8 million) and a net profit of 79,806 euros (CA$114,792) for the year ended December 31, 2020.


• Esports market projected to reach US$1.86 billion by 2026 at a CAGR of 15.1%¹.

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:

1. The receipt of all required financial statements of Livestream;


2. 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;


3. Any obligations of the Corporation associated with the Proposed Transaction shall have been settled;


4. Completion of the Concurrent Financing and receipt of proceeds thereunder;


5. Approval of the TSXV in respect of the Proposed Transaction;


6. Approval of the shareholders of the Corporation to the Proposed Transaction, if required;


7. Execution of the Definitive Agreement in respect of the Proposed Transaction;


8. Completion of mutual due diligence; and


9. 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.