Canada
Intema receives TSXV conditional approval to proceed with acquisition of Livestream Gaming
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.
Canada
IAGR announces Toronto as host city for 2025 conference
Hot on the heels of its most attended conference in history, the International Association of Gaming Regulators (IAGR) is excited to announce that its 2025 conference will take place in Toronto, Canada, from October 20 to 23, 2025.
The event will be held in partnership with the Alcohol and Gaming Commission of Ontario (AGCO) at the Westin Harbour Castle, offering stunning waterfront views and a premier, downtown Toronto location.
‘Fresh off the success of our Rome conference, we’re thrilled to continue the momentum with next year’s event in Toronto,’ said Ben Haden, IAGR President.
‘The IAGR 2025 conference promises to be another unparalleled opportunity for our global community to come together, collaborate and shape the future of gaming regulation. We’re looking forward to working with AGCO to bring it all together.’
AGCO CEO and Registrar Dr. Karin Schnarr, added, ‘We’re excited to welcome IAGR and its members to Toronto. This partnership provides a great opportunity to share Ontario’s innovative regulatory practices and foster meaningful discussions that drive positive change in the industry.’
Stay tuned for registration details early next year.
Canada
ESE Entertainment Completes Acquisition of Gaming Production Company, Bombee Americas
ESE Entertainment Inc., a gaming company that provides a range of services to leading video game developers and publishers, has announced that it has acquired Bombee Global Entertainment Ltd. (Bombee Americas), the North American arm of Bombee Event Production AB, (Bombee), a global production company specialized in live production, special effects, broadcast, and event management for the gaming sector.
Bombee has successfully collaborated with ESE to bring its premier event production services and world class customer service to North America and beyond. The North American arm of Bombee, Bombee Americas, will continue to grow and scale in this new organizational structure under ESE, while maintaining its entire team and global support.
Konrad Wasiela, CEO of ESE, said: “Today marks the next stage of ESE—a 2.0 version of our company. With the acquisition of Bombee Americas, we are not only solidifying our presence in North America but also paving the way for growth and innovation in the gaming industry. This is a major step, positioning us to deliver even greater value to our partners and elevate the gaming experience for our clients globally. We’re thrilled about the opportunities ahead and the exceptional talent joining our team.”
Transaction Terms
The Acquisition was completed by way of a share purchase agreement (the SPA) among the Company, Bombee Americas, and the shareholders of Bombee Americas (the Vendors). Pursuant to the SPA, ESE acquired all of the outstanding shares of Bombee Americas in exchange for: (i) $750,000 in cash paid on closing, (ii) $375,000 in cash to be paid six (6) months following closing, subject to customary adjustments based on the working capital of Bombee Americas on closing, (iii) $375,000 in cash to be paid twelve (12) months following closing, and (iv) 30,000,000 common shares of ESE (the Consideration Shares), issued at a deemed issue price of $0.10 per share.
In connection with the Acquisition, the founders of Bombee Americas have signed three-year service agreements and will continue to run the business following the closing, along with the rest of the personnel of Bombee Americas who will remain in place, ensuring a smooth transition of operations. As part of the Acquisition, the Company has acquired the liabilities of Bombee Americas, mainly consisting of customary current obligations incurred in the ordinary course of business for Bombee Americas, which are not expected to have a material impact on the Company’s operations or financial position.
No finder’s fees were paid or payable in conjunction with the Acquisition.
The Acquisition was an arm’s length transaction within the meaning of the policies of the TSX Venture Exchange (the Exchange) and constituted an “Expedited Acquisition” in accordance with Exchange Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. The Acquisition remains subject to the final approval of the Exchange.
Canada
Suspected Digital Fraud Coming from Canada Up Nearly 11% Since H1 2023, Reveals New TransUnion Analysis
In the first half (H1) of 2024, Canada saw a significant increase in suspected Digital Fraud attempts, with nearly 5.74% of all attempted digital transactions where the consumer was located in Canada involving suspected Digital Fraud, revealed a new TransUnion® (NYSE: TRU) analysis. This is nearly an 11% year-over-year (YoY) rate increase from H1 2023, and TransUnion also documented an 11% increase in the volume of suspected Digital Fraud from Canada during this period, despite a less than a one percent (0.7%) YoY increase in the volume of transactions.
According to a recent TransUnion survey,1 more than half (54%) of Canadians said they were recently targeted by email, phone call or text message fraud attempts. Phishing was the most common scheme type (45%), followed by smishing (42%) and vishing (39%).
The increasing use of digital transactions, combined with rising suspected Digital Fraud attempts are also impacting businesses as they potentially face revenue losses and increased operational costs due to fraud. According to a TransUnion business survey for the H2 2024 Update to the State of Omnichannel Fraud report, 200 Canadian business leaders said their companies lost approximately 6% of equivalent revenue – representing $78 billion – over the past year due to fraud. The most prominent causes of fraud loss cited by them were:
- Scam/Authorized fraud (31%): Dishonest scheme intended to trick a person into giving up something of value (e.g., account access, money, information)
- Account takeover (19%): Unauthorized individuals taking over someone’s online account (e.g., bank, social media, email) without their permission
- Synthetic identity fraud (18%): Use of a combination of personal information to fabricate a person or entity to commit a dishonest act for financial or personal gain
TransUnion also found that suspected Digital Fraud attempts – where the consumer was transacting in Canada and targeted businesses globally – increased on average by 10.5% YoY in H1 2024 compared to H1 2023 and impacted all industries.
Top Three Industries Globally with Highest Rate of Suspected Digital Fraud Attempts Coming from Canada in H1 2024
- Gambling (online sports betting, poker, etc.) – 9.6%
- Retail – 9.2%
- Government – 7.7%
Top Three Industries Globally with Highest YoY Increase (H1 2024 vs H1 2023) in the Rate of Suspected Digital Fraud Attempts Coming from Canada
- Logistics – 172.9%
- Gambling – 79.3%
- Video gaming – 67.8%
“Protecting customers and their businesses from fraud is essential to enabling safe and tailored consumer experiences. These findings reveal that despite the good-faith efforts that are being undertaken by companies to identify and prevent fraud to date, fraudsters continue to evolve and it’s vital that fraud prevention methods keep up with the changing times,” said Patrick Boudreau, head of identity management and fraud solutions at TransUnion Canada.
“Businesses that aren’t already doing so should ensure that they are taking advantage of fraud prevention technologies such as identity verification, IP intelligence, device reputation and synthetic identity detection as critical components of their fraud prevention programs,” he added.
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