Intertainment Media Inc.
TSX VENTURE : INT

Intertainment Media Inc.

March 03, 2009 14:35 ET

Intertainment Media's Itibiti Systems Update

Itibiti Systems Proposed $3 Million Financing and Purchase of Legacy Assets

TORONTO, ONTARIO--(Marketwire - March 3, 2009) - Intertainment Media Inc. ("Intertainment" or the "Company") (TSX VENTURE:INT) announced today that its wholly owned subsidiary, Itibiti Systems Inc. ("ISI") has made a proposed offer to purchase all the outstanding legacy assets and intellectual property of its business partner, Itibiti Inc. (the "Offer") As part and parcel of the Offer, subject to the approval of the TSX Venture Exchange, ISI will look to complete a brokered private placement of convertible debentures ("Debentures") of up to $3 Million CDN (the "Offering").

The Offering will consist of convertible debentures ("Debentures") at a subscription price of $50,000 CDN per Debenture which, unless otherwise authorized, will be payable at 15% interest per year, paid semi-annually. Each Debenture will be convertible into the Debenture holder's choice of either (a) units of Intertainment ("Units") at a conversion price of $0.11 per Unit with each Unit consisting of one common share and one common share purchase warrant ("Warrant"), such Warrant having an exercise price of $0.16 and being valid for two (2) years from the date of conversion of the debenture into Units, or (b) common shares of ISI ("ISI Shares") upon the occurrence of a Liquidity Event (as defined below) whereby each $0.70 of principal amount outstanding under the Debentures can be converted into one ISI Share.

A Liquidity Event is the occurrence of an event whereby ISI is listed for trading on a public stock exchange or whereby substantially all of the assets or securities of Itibiti are sold or amalgamated.

The Offering will be led by Toronto based D&D Securities Company. The Company will pay eligible parties 8% commission in cash and provide an option to purchase up to 8% of the Debentures sold at the subscription price of the Offering for a period of 18 months from the date of completion of the Offering.

To date, Intertainment and ISI have extended resources to Itibiti Inc. for the internal development of companion technology, marketing services, enhancement of the software and enhancement of the business platform.

The capital raised will be used for the launch of ISI's voice powered social networking platform, for strategic growth opportunities and for general corporate purposes. Additionally, a portion of the capital raised will be used specifically to satisfy the proposed purchase price under the Offer. The Company may choose to issue fewer Debentures than the maximum.

The Offer is subject to further negotiations of the terms between ISI and Itibiti Inc., the approval of a final agreement by the Board of Directors of both companies following completion of negotiations and the approval of the TSX Venture Exchange. Under the terms of the Offer extended, ISI would have the exclusive right to purchase all outstanding legacy systems, assets, technology rights and intellectual property of Itibiti Inc. Such right shall be purchased over a maximum period of 10 months by the issuance of 8,000,000 Units as well as cash and/or securities with a value equal to 1.2 Million CDN. The Offer contemplates the transaction would be comprised of both cash and stock, including common stock of Intertainment Media Inc.

About Itibiti Systems Inc.

Itibiti Systems' platform, itiBiti, is a revolutionary, instant revenue driven, Rich Internet Application (RIA) providing entertainment, communications and social networking initiatives displayed directly onto a user's computer desktop - providing major global brands with the unprecedented ability to power their marketing efforts within a unique, private label loyalty and revenue platform. itiBiti offers users a rich suite of services in combination with brand client initiatives. Itibiti Systems is currently in the planning stage for a mobile version of its product offerings.

About Intertainment

Intertainment Media Inc. (www.intertainmentmedia.com) is a Rich Media Applications leader, focused on delivering leading edge technology and marketing solutions enabling clients to power enhanced branding, loyalty initiatives and consumer engagement.

Additionally, Intertainment owns, operates and invests in high value content, traffic management, advertising and social networking solutions including, Eye Rock Digital (www.eyerockdigital.com), No Good TV (www.ngtv.com), Trooker Inc. (www.trooker.com), Itibiti Systems Inc. (www.itibitisystems.com) and Magnum Fine Commercial Printing Limited (www.magnumprinting.com).

Headquartered in Richmond Hill, Ontario, Canada Intertainment Media Inc. is listed on the Toronto Venture Exchange (symbol: INT).

This news release may contain forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially because of factors discussed in the management discussion and analysis section of our interim and most recent annual financial statements or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulations. We do not undertake any duty to update any forward-looking statements.

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