i3 and Influencers Announce Receipt of Conditional Approval to List on CSE, Signing of Definitive Agreement, and Financing

Toronto, Ontario--(Newsfile Corp. - June 19, 2020) - i3 Interactive Inc. ("i3" and formerly, Fairmont Resources Inc.) and Influencers Interactive Inc. ("Influencers") are pleased to announce receipt of conditional approval to list the Resulting Issuer Shares (as defined below) on the Canadian Securities Exchange ("CSE"). The listing is subject to the Resulting Issuer (as defined below) fulfilling certain standards requirements of the CSE in accordance with the terms of its conditional approval letter dated June 17, 2020. It is expected that the Resulting Issuer Shares will trade under the symbol "BETS", and upon obtaining final approval from the CSE, the Resulting Issuer will issue a further news release to inform shareholders when it anticipates the Resulting Issuer Shares will commence trading on the CSE.

i3 and Influencers further announce the execution of a definitive business combination agreement (the "Combination Agreement") on June 18, 2020 which, subject to certain conditions and applicable approvals, will result in the combination of I3 and Influencers' respective businesses and assets (the "Proposed Transaction"). The resulting issuer from the Proposed Transaction (the "Resulting Issuer") will change its business to online gaming.

Under the terms of the Combination Agreement, the Proposed Transaction will be completed by way of a three-cornered amalgamation under the provisions of the Business Corporations Act (British Columbia), involving Influencers and a wholly-owned subsidiary of i3 ("Subco"). In connection with the Proposed Transaction, i3 changed its name from Fairmont Resources Inc. to "i3 Interactive Inc." on June 11, 2020, and will re-constitute its board of directors.

About Influencers

Influencers was formed on October 19, 2018 to provide sports fans worldwide with a unique and highly-engaging social gaming product, and sports betting and casino experience across mobile and online platforms. In an effort to break into the various emerging global markets, Influencers has secured partnerships with key industry contacts, including Dan Bilzerian, an internationally known and widely respected social media celebrity.

Influencers Private Placement

Prior to the completion of the Proposed Transaction, Influencers will take all commercially reasonable efforts to complete a private placement (the "Financing") of units of Influencers (the "Units") at a price of $0.25 per Unit for gross proceeds of a minimum of $5,000,000. Each Influencers Unit will be comprised of one (1) common share in the capital of Influencers (the "Influencers Share") and one common share purchase warrant to acquire an additional Influencers Share (the "Influencers Warrant"). Each Influencers Warrant will allow the holder thereof to purchase one (1) Influencers Share at a price of $0.50 for a period of two (2) years from the date of issuance.

The Proposed Transaction

i3 is a reporting issuer under the securities laws of the Provinces of British Columbia and Alberta. The i3 Shares were voluntarily de-listed from the TSX Venture Exchange on October 26, 2018. Consequently, the i3 Shares are currently not posted for trading on any marketplace.

Pursuant to the terms of the Combination Agreement, and in connection with the Proposed Transaction:

1. holders of Influencers Shares will receive one (1) fully paid and non-assessable Resulting Issuer Share for each Influencers Share held;

2. all outstanding warrants, broker warrants and options to purchase Influencers Shares will be exchanged on an equivalent basis for options and warrants to purchase Resulting Issuer Shares; and

3. i3 will issue 7,000,000 units of the Resulting Issuer to certain finders, each such unit being comprised of one (1) Resulting Issuer Share; and one (1) Resulting Issuer Warrant. Each such Resulting Issuer Warrant will be exercisable at a price of $0.25 for a period of three (3) years following the Proposed Transaction (the "Finder's Fee Issuance").

Closing Conditions

The completion of the Proposed Transaction is subject to a number of conditions, including but not limited to receipt of all required regulatory, corporate and third-party approvals, including approvals by governing regulatory requirements and conditions necessary to complete the Proposed Transaction

Management of the Resulting Issuer

Subject to applicable approvals, upon completion of the Proposed Transaction, the board of directors and management of the Resulting Issuer will be comprised of the following individuals:

Chris Neville, age 42, Director, Chief Executive Officer, and Corporate Secretary

Mr. Neville has extensive executive and entrepreneurial experience in various industries including the gaming industry, hospitality services, and real estate development. Neville has built and sold three companies in various industries since graduating with his Masters in Finance from the University of New Brunswick in 2004. Most notably, Mr. Neville founded Lifeofsports Inc., an online poker company and as president and chief executive officer managed 116 employees across 6 countries. Lifeofsports Inc. was sold to GR88.com in 2010. Mr. Neville was also a founding partner and chief revenue officer of Global Daily Fantasy Sports, a TSXV listed company.

Troy Grant, age 46, Director

Mr. Grant, a graduate from Saint Francis Xavier University with a Bachelor of Commerce degree, has extensive experience in investment financing, predominantly focusing on raising significant funding across a global platforms and management of strategic operations. For the past 8 years Mr. Grant's career has been dedicated to his role as Chief Executive Officer (CEO) with Elcora Advanced Materials. Elcora was founded in 2011 and has been successfully structured as a vertical integrated graphite company with mining assets in Sri Lanka and Tanzania. As CEO, in addition to being responsible for the overall strategic operations, including exploration, business development and implementation of the company vision, Mr. Grant worked diligently to raise equity and advance assets. Mr. Grant's tenacious, dedicated and steadfast work ethic, coupled with his close partnerships with Investor Relations and the TSX-V has allowed for ongoing company growth and success.

Binyomin Posen, age 29, Director

Mr. Posen is a Senior Analyst at Plaza Capital Limited, where he focuses on corporate finance, capital markets and helping companies to go public. After three and a half years of studies overseas, he returned to complete his baccalaureate degree in Toronto. Upon graduating (on the Dean's List) he began his career as an analyst at a Toronto boutique investment bank where his role consisted of raising funds for IPOs and RTOs, business development for portfolio companies and client relations. He is currently director and senior officer at Agau Resources Inc., director and senior officer at Shane Resources Ltd., and director of the Hash Corporation (manufacturer of cannabis products) and director at High Tide Inc.

James Henning, 71, Chief Financial Officer

Mr. Henning is a Chartered Accountant, and is a founder and current president of Corpfinance Advisors Inc. Mr. Henning has solid expertise and practical experience in valuating businesses in a broad range of industries. He has assisted companies in financing, public offerings, and restructuring. Areas of expertise include manufacturing, telecommunications, software, biomedical, oil & gas services and renewable energy industries. Mr. Henning has served as a chief financial officer and director for a number of TSXV and CSE listed companies over the past several years.

I3 Pre-Transaction Reorganization

In connection with the Proposed Transaction, i3 effected a consolidation on May 8, 2020 (the "Consolidation"), as a consequence of which the outstanding common shares in the capital of i3 ("i3 Shares") were consolidated on the basis of ten (10) pre-Consolidation i3 Shares for each one (1) post-Consolidation i3 Share (a "Resulting Issuer Share"). The outstanding options and warrants in the capital of i3 have been adjusted to reflect the Consolidation.

Concurrently with the completion of the Proposed Transaction, i3 intends to complete a three-cornered amalgamation (the "Debtco Amalgamation") with 1250312 B.C. Ltd ("Debtco") and 1250310 B.C. Ltd ("i3 Sub"), a wholly-owned subsidiary. Prior to the Debtco Amalgamation, Debtco converted $1,600,000 of debt originally payable by i3, into units (the "Settlement Units") at a deemed price of $0.04 per Settlement Unit. As a part of the Debtco Amalgamation, each Settlement Unit will be replaced with one Resulting Issuer Share and one common share purchase warrant of i3 (a "Resulting Issuer Warrant) to acquire an additional Resulting Issuer Share at a price of $0.25 per share for a period of three (3) years following the date of the issuance.

Additional Information

All information contained in this press release with respect to i3 and Influencers was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The i3 Shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Investors are cautioned that, except as disclosed in the management information circular or listing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

For additional information on i3 Interactive Inc.:

Michael Lerner
Chief Executive Officer
Telephone: 416-710-4906
Email: mlerner10@gmail.com

For additional information on Influencers Interactive Inc.

Chris Neville
Chief Executive Officer and Director
Telephone: 902-240-4221
Email: chris@i3company.com

About i3

i3 Interactive Inc. is a mineral exploration company with no active business or operations.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws including statements regarding the terms and conditions of the Proposed Transaction, the listing of the Resulting Issuer Shares on the CSE, the Financing, and the Finder's Fee Issuance, as well as information relating to Influencers. The information about Influencers contained in the press release has not been independently verified by i3. Although i3 believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because i3 can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that a closing condition to the Proposed Transaction is not satisfied or is not satisfied on a timely basis including, without limitation, the failure to obtain CSE listing approval or the failure to obtain all requisite regulatory approvals. The statements in this press release are made as of the date of this release. i3 undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of i3, Influencers, their securities, or their respective financial or operating results (as applicable).

Not for distribution to United States newswire services or for dissemination in the United States.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/58248