React Gaming Group Inc. — Regulatory Filings 2022

Jan 17, 2022

Form 45-106F1 Report of Exempt Distribution

ITEM 1–REPORT TYPE
XNew report
Amended reportIf amended, provide filing date of report that is being amended.(YYYY-MM-DD)
ITEM 2–PARTY CERTIFYING THE REPORT
Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of
National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106.Investment fund issuer
XIssuer (other than an investment fund)
Underwriter
ITEM 3–ISSUER NAME AND OTHER IDENTIFIERS
Provide the following information about the issuer, or if the issuer is an investment fund, about the fund.
Full legal nameIntema Solutions Inc.
Previous full legal name
If the issuer's name changed in the last 12 months, provide most recent previous legal name.
Website(if applicable)
If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of "legal entity identifier".
Legal entity identifier
If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above.
Full legal name(s) of co-issuer(s)(if applicable)
ITEM 4–UNDERWRITER INFORMATION
If an underwriter is completing the report, provide the underwriter's full legal name and firm NRD number.
Full legal name
Firm NRD number(if applicable)
If the underwriter does not have a firm NRD number, provide the head office contact information of the underwriter.
Street address
MunicipalityProvince/State
CountryPostal code/Zip code
Telephone numberWebsite	(if applicable)

If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6.a)Primary industryProvide the issuer's North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closelycorresponds to the issuer's primary business activity.NAICS industry code518210If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating inthe mining industry. Select the category that best describes the issuer's stage of operations.ExplorationDevelopmentProductionIs the issuer's primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply.MortgagesReal estateCommercial/business debtConsumer debtPrivate companiesCryptoassetsb)Number of employeesNumber of employees:X0 – 4950 – 99100 – 499500 or morec)SEDAR profile numberDoes the issuer have a SEDAR profile?NoXYesIf yes, provide SEDAR profile number00016279If the issuer does not have a SEDAR profile complete Item 5(d) – (h).d)Head office addressStreet addressProvince/StateMunicipalityPostal code/Zip codeCountryTelephone numbere)Date of formation and financial year-endDate of formationFinancial year-endYYYYMMDDMMDDf)Reporting issuer statusNoYesIs the issuer a reporting issuer in any jurisdiction of Canada?If yes, select the jurisdictions of Canada in which the issuer is a reporting issuer.AllABBCMBNBNLNTNSNUONPEQCSKYTg)Public listing statusIf the issuer has a CUSIP number, provide below (first 6 digits only).CUSIP numberIf the issuer is publicly listed, provide the name of the exchange on which the issuer's equity securities primarily trade. Provide only the name of anexchange and not a trading facility such as, for example, an automated trading system.Exchange nameh)Size of issuer's assetsSelect the size of the issuer's assets based on its most recently available annual financial statements (Canadian $). If the issuer has not preparedannual financial statements for its first financial year, provide the size of the issuer's assets at the distribution end date.	ITEM 5–ISSUER INFORMATION
$100M to under $500M$500M to under $1B$1B or over	$0 to under $5M$5M to under $25M$25M to under $100M

ITEM 6–INVESTMENT FUND ISSUER INFORMATION
If the issuer is an investment fund, provide the following information.
a)Investment fund manager information
Full legal name
Firm NRD Number(if applicable)
If the investment fund manager does not have a firm NRD number, provide the head office contact information of the investment fund manager.
Street Address
MunicipalityProvince/State
CountryPostal code/Zip code
Telephone numberWebsite (if applicable)
b)Type of investment fund
Type of investment fund that most accurately identifies the issuer (select only one).Money marketEquityFixed incomeBalancedAlternative strategiesCryptoassetOther (describe)
Indicate whether one or both of the following apply to the investment fund.Invests primarily in other investment fund issuersIs a UCITs Fund11Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allowcollective investment schemes to operate throughout the EU on a passport basis on authorization from one member state.
c)Date of formation and financial year-end of the investment fund
Date of formationFinancial year-endYYYYMMDDMMDD
d)Reporting issuer status of the investment fund
NoYesIs the investment fund a reporting issuer in any jurisdiction of Canada?
If yes, select the jurisdictions of Canada in which the investment fund is a reporting issuer.AllABBCMBNBNLNTNSNUONPEQCSKYTe)Public listing status of the investment fund
If the investment fund has a CUSIP number, provide below (first 6 digits only).
CUSIP number
If the investment fund is publicly listed, provide the name of the exchange on which the investment fund's securities primarily trade. Provide onlythe name of an exchange and not a trading facility such as, for example, an automated trading system.
Exchange name
f)Net asset value (NAV) of the investment fund
Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $).
$0 to under $5M$5M to under $25M$25M to under $100M
$100M to under $500M$500M to under $1B$1B or overDate of NAV calculation:YYYYMMDD

ITEM 7 – INFORMATION ABOUT THE DISTRIBUTION

If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information aboutpurchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees inconnection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information providedin Schedule 1 of the report.
a)Currency
X	Canadian dollar	Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars.US dollar	Euro	Other (describe)
b)	Distribution date(s)
	distribution period covered by the report.	State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distributiondate as both the start and end dates. If the report is being filed for securities distributed on a continuous basis, include the start and end dates for the
	Start date	20220105YYYYMMDD		End date	2022YYYY	01MM	05DD
c)	Detailed purchaser information
		Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report.
d)	Types of securities distributed
		Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate thesecurity code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed.
Security	CUSIP number			Number of		Single or	Canadian $Highest
code	(if applicable)	Description of security		securities		lowestprice	price	Total amount
WNT		Common Share purchase warrants		1,250,000		$0.20		$250,000
e)		Details of rights and convertible/exchangeable securities
		If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeablesecurities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security.
Convertible /exchangeablesecurity code	Underlyingsecuritycode	Exercise price(Canadian $)LowestHighest	Expiry date(YYYY-MM-DD)	ratio	Conversion			Describe other terms (if applicable)
f)		Summary of the distribution by jurisdiction and exemption
State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where apurchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes adistribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only.This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where apurchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreignjurisdiction.
		For jurisdictions within Canada, state the province or territory, otherwise state the country.				Number of unique
Province or country		Exemption relied on				purchasers2a		Total amount (Canadian $)
Quebec		NI45-106-2.14 [Securities for debt]	Total dollar amount of securities distributed			1		$250,000
			Total number of unique purchasers2b			1		$250,000
2a		In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser.
2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributedmultiple types of securities to, and relied on multiple exemptions for, that purchaser.
g)Net proceeds to the investment fund by jurisdiction
If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a3purchaser resides.If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdictionof Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country.
	Net proceedsProvince or country(Canadian $)

Total net proceeds to the investment fund

3 "Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report.

h) Offering materials – This section applies only in Saskatchewan, Ontario, Québec, New Brunswick and Nova Scotia.

If a distribution has occurred in Saskatchewan, Ontario, Québec, New Brunswick or Nova Scotia, complete the table below by listing the offering materials that are required under the prospectus exemption relied on to be filed with or delivered to the securities regulatory authority or regulator in those jurisdictions.

In Ontario, if the offering materials listed in the table are required to be filed with or delivered to the Ontario Securities Commission (OSC), attach an electronic version of the offering materials that have not been previously filed with or delivered to the OSC.

	Description	Date of document orother material(YYYY-MM-DD)	Previously filedwith or delivered toregulator?(Y/N)	Date previously filed or delivered(YYYY-MM-DD)
1.
2.
3.

ITEM 8–COMPENSATION INFORMATION
Provide information for each person (as defined in NI 45-106) to whom the issuer directly provides, or will provide, any compensation inconnection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated.
Indicate whether any compensation was paid, or will be paid, in connection with the distribution.
XNoYesIf yes, indicate number of persons compensated.
a)Name of person compensated and registration status
Indicate whether the person compensated is a registrant.NoYes
If the person compensated is an individual, provide the name of the individual.
Full legal name of individual
Family nameFirst given nameSecondary given namesIf the person compensated is not an individual, provide the following information.
Full legal name of non-individual
Firm NRD number(if applicable)Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal.
NoYes
b)Business contact information
If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated.
Street address
MunicipalityProvince/State
CountryPostal code/Zip code
Email addressTelephone number
c)Relationship to issuer or investment fund manager
Indicate the person's relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of "connected" inPart B(2) of the Instructions and the meaning of "control" in section 1.4 of NI 45-106 for the purposes of completing this section.Connected with the issuer or investment fund managerInsider of the issuer (other than an investment fund)Director or officer of the investment fund or investment fund managerEmployee of the issuer or investment fund manager
None of the above
d)Compensation detailsProvide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide allamounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not reportpayments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask fordetails about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by theissuer.
Cash commissions paid
Value of all securitiesSecurity code 1Security code 2Security code 3distributed asSecurity codes
compensation4
Describe terms of warrants, options or other rights
Other compensation5Describe
Total compensation paid
Check box if the person will or may receive any deferred compensation (describe the terms below)
4Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to acquire additional securities of theissuer. Indicate the security codes for all securities distributed as compensation, including options, warrants or other rights exercisable to acquire additional securities ofthe issuer.5Do not include deferred compensation.

ITEM 9–DIRECTORS,	EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER
If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10.Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one).XReporting issuer in any jurisdiction of CanadaForeign public issuerWholly owned subsidiary of a reporting issuer in any jurisdiction of Canada6Provide name of reporting issuerWholly owned subsidiary of a foreign public issuer6Provide name of foreign public issuerIssuer distributing only eligible foreign securities and the distribution is to permitted clients only7If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10.6An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer's outstanding voting securities, other than securities that are required bylaw to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively.7Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitionsof "eligible foreign security" and "permitted client" in Part B(1) of the Instructions.
If the issuer is none of the above, check this box and complete Item 9(a) – (c).a)	Directors, executive officers and promoters of the issuer
Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province orterritory, otherwise state the country. For "Relationship to issuer", "D" – Director, "O" – Executive Officer, "P" – Promoter.						Business location ofnon-individual or		Relationship to
Organization or companyname	Family name	First given name	Secondary givennames		residentialjurisdiction ofindividual		issuer(select all thatapply)
			Province or countryDO			P
b)Promoter information
If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. Forlocations within Canada, state the province or territory, otherwise state the country. For "Relationship to promoter", "D" – Director, "O" – ExecutiveOfficer.
Organization or companyname	ResidentialRelationship to promoterSecondaryjurisdiction of(select one or both if applicable)First givenindividualFamily namegivenname
			names		Province orcountry	D		O
c)Residential address of each individual

Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons.

ITEM 10 – CERTIFICATION

Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund.

The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below.

If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11.

The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form.

Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions to file a completed report of exempt distribution.

By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete.

Name of issuer/underwriter/investment fund manager/agent	Intema Solutions Inc.
Full legal name	Lemieux
	Family nameFirst given nameSecondary given names
Title	Legal Counsel
Telephone number	514-375-5172Email addressMaxime.Lemieux@mcmillan.ca
Signature	Maxime Lemieux	2022	01	13
			YYYY	MM	DD

ITEM 11 – CONTACT PERSON

Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10.

Same as individual certifying the report
Full legal name	Liu	Amanda		Title	Paralegal
	Family name	First given name	Secondary givennames
Name of company		McMillan LLP
Telephone number	514-375-5126		Email address	Amanda.Liu@mcmillan.ca

Notice – Collection and use of personal information

The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation.

If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form.

The attached Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested.

By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada:

• a) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority's or regulator's indirect collection of the information, and
• b) has authorized the indirect collection of the information by the securities regulatory authority or regulator.