MONTREAL, April 14, 2021 (GLOBE NEWSWIRE) — Intema Solutions Inc. (“Intema” or the “Corporation”) (TSXV: ITM, OTCMKTS: ITMZF) is pleased to announce that it has entered into a letter of intent on April 13, 2021 to acquire all of the issued and outstanding securities of Advertiise Technologies Inc. (“Advertiise”), 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 (the “Acquisition”).
Advertiise® is a global online 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/etc.). 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 infrastructure and blockchain and AI 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: advertiise.com
For the year ended March 31, 2020 Advertiise’s predecessor entity non-audited financial statements reported total revenues of US$110,000 and net profits of US$46,000, and as of March 31, 2021, Advertiise had total assets of US$263,000, and total liabilities of US$380,000.
“Launched in February 2017, Advertiise, one of the Top10 Canadian Startups (2017) now has over 25,000 users in over 40 countries worldwide. They have been ranked #1 in Google SEO for 3 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 CEO 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 Esports media category,” said Mark Vella, CEO of Advertiise Technologies Inc.
Acquisition Terms
To acquire Advertiise on a cash-free, debt-free basis, Intema will: (i) issue 2 million common shares (each a “Share”) of the Corporation (the “Consideration Shares”), and (ii) pay a maximum earnout of CA$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 5-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:
- in excess of CA$7.5 million during the 12-month period following the closing of the Acquisition (the “Closing Date”), the vendors will receive an earnout amount of CA$1.0 million;
- in excess of CA$11 million during the 12 to 24-month period following the Closing Date, the vendors will receive an additional earnout amount of CA$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% may be sold four (4) months plus one (1) day from the Closing Date, (ii) 25% six (6) months following the Closing Date, and (iii) 25% on the nine (9) and twelve (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 CA$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.
Forward-Looking Statements
This press release may contain “forward-looking statements”. All statements other than statements of historical facts included in this press release, including, without limitation, those regarding the projected financial performance of the Corporation; 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; renewal of the Corporation’s current customer, supplier and other material agreements; 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, 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. 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.
