Intema Solutions Inc. (TSXV:ITM) entered into a binding letter of intent to acquire Livestream Gaming Ltd for $14.75 million on April 30, 2021. Intema Solutions Inc. (TSXV:ITM) entered into a definitive share purchase agreement to acquire Livestream Gaming Ltd on January 27, 2022. The consideration includes $8 million in cash, (ii) $4 million by the issuance of a secured vendor take back note of Intema bearing 12% interest from the date of any default and (iii) $2.75 million payable by the issuance of 6,470,588 Intema common shares as of the date of signing of the definitive agreement. Intema will also pay $3 million in cash, subject to the achievement of milestones (i) $1.5 million if Livestream generates minimum gross gaming revenue of $7,500,000 during the 12-month period following the closing date, and (ii) an additional $1.5 million, if Livestream generates minimum gross gaming revenue of $11,250,000 during the 13- to 24-month period following the closing date. As of October 6, 2021, Intema Solutions has completed a second tranche of its non brokered private placement of subscription receipts bringing the total gross proceeds to $10 million of a maximum of $15 million. The second tranche consisted of the issuance of 8.6 million subscription receipts at a price of $0.50 per Subscription Receipt for gross proceeds of $4.3 million. Prior to the closing of the Proposed Transaction, Intema will complete a private placement of subscription receipts for aggregate gross proceeds of a minimum of $10 million. Livestream reported a revenue of $3.9 million and net profit of $0.09 million during the period ending December 31, 2020. The transaction is subject to (i)The receipt of all required financial statements of Livestream (ii)Completion of the Concurrent Financing and receipt of proceeds (iii)Approval of the TSXV in respect of the Proposed Transaction (iv) Approval of the shareholders of the Corporation (v) Completion of mutual due diligence and Receipt of any required third-party consents etc. As of June 17, 2021, Intema intends to complete a non-brokered private placement for aggregate gross proceeds of a minimum of $10 million and a maximum of $15 million and the net proceeds raised under the Private Placement will be used for its expansion and business development activities, including the Proposed Transaction, general working capital and for corporate purposes. As of November 16, 2021, the transaction has received conditional approval by TSX Venture Exchange (the “TSXV”). The transaction is expected to be closed in the third quarter of 2021. As of January 27, 2022, after receiving final regulatory approval, the transaction is expected to close on or about February 7, 2022. As of February 14, 2022, the Interma has received the Isle of Man online gaming license. As of February 18, 2022, Intema has acquired all of the issued and outstanding securities in the capital of Livestream. For the year ended December 31, 2021, Livestream recorded gross gaming revenue of 2.2 million and a net loss of 173,818 euros.

Intema Solutions Inc. (TSXV:ITM) completed the acquisition of Livestream Gaming Ltd on February 18, 2021. As of December 12, 2022, Under the terms of the share purchase agreement between React Gaming and the vendors of Livestream entered into in respect of the acquisition of Livestream, the Corporation agreed to issue a $4,000,000 secured vendor take back note in favour of the Vendors 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). Pursuant to the terms of the Debt Settlement agreement, the parties have agreed to settle the amounts outstanding under the Note and release each other from their respective obligations under the SPA in consideration that Corporation has agreed to pay the Vendors $200,000, upon the sale of any assets of the Corporation, or the closing of a future financing, and by no later than April 9, 2023.