Mr. Laurent Benezra reports

INTEMA SIGNS LETTER OF INTENT TO ACQUIRE ADVERTIISE TECHNOLOGIES INC.

Intema Solutions Inc. has entered into a letter of intent on April 13, 2021, to acquire all of the issued and outstanding securities of Advertiise Technologies Inc., a private corporation among the first mover in peer-to-peer advertising marketplace development and is evolving the advertising industry via blockchain and AI technologies.

Advertiise is a global on-line advertising marketplace that connects media buyers and media suppliers across all advertising channels without the need for an intermediary. It allows media sellers to list, price and promote real-time inventory of media assets, including asset attributes (traffic/views). Media buyers benefit from the ability to access a real-time inventory of media assets tailored to their advertising needs and transact through the platform. Advertiise was a first mover in peer-to-peer advertising marketplace development and is evolving the advertising industry by providing a trustworthy, intuitive desktop/mobile experience, supported by SaaS (software as a service) infrastructure and blockchain and AI (artificial intelligence) technologies. Originally launched in Canada in 2017, Advertiise now operates in multiple international markets and continues to expand globally with a focus on its marketplace.

For the year ended March 31, 2020, Advertiise's predecessor entity non-audited financial statements reported total revenues of $110,000 (U.S.) and net profits of $46,000 (U.S.), and as of March 31, 2021, Advertiise had total assets of $263,000 (U.S.) and total liabilities of $380,000 (U.S.).

"Launched in February, 2017, Advertiise, one of the top 10 Canadian start-ups (2017) now has over 25,000 users in over 40 countries worldwide. They have been ranked No. 1 in Google SEO for three years in a row and were selected as a finalist (2016) in StartUp Canada. With over 135 million daily advertising impressions and growing, we strongly believe that this acquisition is fulfilling our commitment of creating an unparalleled digital experience. We are constantly evolving, growing and looking to expand our portfolio of interconnected tech platforms. With Advertiise and their exceptional team joining the Intema family, we are creating an ecosystem that will allow us to attract, engage and retain advertisers, affiliates, publishers, players and casual gamers," said Laurent Benezra, president and chief executive officer of Intema.

"We are excited to join the Intema team and their portfolio of companies. This partnership aligns with our strategic vision in working alongside strong digital media assets. Market conditions changed dramatically and suddenly in 2020. Nevertheless and against the pandemic headwind, Advertiise still managed to double its revenues and acquire strategic assets. We strongly intend to keep pushing and continue scaling revenues and customer acquisition in 2021 with a dedicated focus on digital media assets within the e-sports media category," said Mark Vella, chief executive officer of Advertiise Technologies.

Acquisition terms

To acquire Advertiise on a cash-free, debt-free basis, Intema will: (i) issue two million common shares of the corporation, and (ii) pay a maximum earnout of $2.0-million in cash or shares at a price equal to the higher of the market price (as defined in the policies of the TSX Venture Exchange) and the five-day volume-weighted average price on the date preceding the payment at the option of Intema, subject to prior approval of the TSX Venture Exchange, based on Advertiise achieving the following revenue projections:

1. In excess of $7.5-million during the 12-month period following the closing of the acquisition, the vendors will receive an earnout amount of $1.0-million;
2. In excess of $11-million during the 12- to 24-month period following the closing date, the vendors will receive an additional earnout amount of $1.0-million.

The consideration shares to be issued to the vendors of Advertiise will be subject to a voluntary escrow pursuant to the following terms: (i) 25 per cent may be sold four months plus one day from the closing date, (ii) 25 per cent six months following the closing date, and (iii) 25 per cent on the nine and 12 months following the closing date.

In order to assist in the attainment of the yearly revenue targets, Intema will allocate a minimum working capital of $2.0-million to the operations of Advertiise.

The parties have agreed to undertake commercially reasonable efforts to close the acquisition on or before April 30, 2021. The letter of intent terminates in the event the parties fail to complete the acquisition on or prior to April 30, 2021, unless extended in writing by the parties.

The acquisition is at arm's length and is subject to due diligence by Intema, the signing of a definitive agreement and approval by the regulatory authorities, including the TSX Venture Exchange.

We seek Safe Harbor.