Intertainment Media Inc.
OTC Bulletin Board : ITMTF

Intertainment Media Inc.

May 02, 2011 20:25 ET

Intertainment Receives Commitments for $48 Million Special Warrant Financing

TORONTO, CANADA--(Marketwire - May 2, 2011) -


Intertainment Media Inc. ("Intertainment" or the "Company") (TSX VENTURE:INT)(OTCBB:ITMTF)(FRANKFURT:I4T) is pleased to announce that it has received commitments to complete a non-brokered private placement of up to 40 Million special warrants (each a "Special Warrant") at a price of $1.20 per Special Warrant for gross proceeds of up to approximately $48,000,000 (the "Offering"). Each Special Warrant will be exchangeable, for no additional consideration, for one common share in the capital of Intertainment (each a "Common Share") and one-half of one common share purchase warrant (each a "Warrant").

The Company will consider the financing commitment in 2 tranches; the first tranche of up to $28 Million, and will consider the second tranche of up to $20 Million based on assessment of corporate opportunities and expansion. The Company may elect, at its sole discretion, to take less than the amount offered.

The offering group consists of institutional investment firms including Toronto-based AlphaNorth Asset Management Inc., a prominent US-based investment fund, accredited investors and Intertainment board and management.

Proceeds will be used to accelerate the Company's core new media offering, including Ortsbo, Ad Taffy and itiBiti (KNCTR), potential acquisition opportunities and for working capital purposes.

The Special Warrants will expire on the earlier of (i) the date of issuance of a receipt being issued in respect of a final prospectus filed in certain Canadian jurisdictions (the "Prospectus") qualifying the securities issuable upon exchange of the Special Warrants; and (ii) four months following the closing date of the Offering. Each Special Warrant will be subject to statutory resale restrictions and, absent the clearing of the Prospectus in Canada, neither the Special Warrants nor the underlying securities may be traded in Canada during the period of four months following closing of the Offering except in accordance with applicable securities legislation and TSX Venture Exchange policies.

Each whole Warrant will entitle its holder to purchase one additional Common Share for $2.00 and will expire 24 months after the date of the closing of the Offering. In the event that the Common Shares trade at a closing price on the TSX Venture Exchange of $4.00 or higher for a period of 15 consecutive trading days at any time after four months and one day after the closing of the Offering, the Company may accelerate the expiry date of the Warrants by giving notice to holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

The Company may pay finder's fees of up to 7% cash and 7% broker warrants in accordance with the TSX Venture Exchange policies. The completion of the Offering is subject to TSX Venture Exchange acceptance, standard conditions and other regulatory approval.

About Intertainment -

Connecting people with brands, Intertainment Media Inc. 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. Selected as a Microsoft Global Agency Initiative partner, Intertainment has joined an elite group of interactive agencies worldwide that Microsoft recommends to its Partners and Customers.

Intertainment owns a number of key properties including Ortsbo, Ad Taffy, itiBiti and Magnum Fine Commercial Printing Limited.

Headquartered in Richmond Hill, ON, with offices in New York, Los Angeles and San Mateo, CA, Intertainment Media Inc. is listed on the TSX Venture Exchange under the symbol "INT", in the US under the symbol "ITMTF" and on the Frankfurt Exchange under the symbol "I4T".

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 offered securities mentioned in this press release will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This new release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

Forward Looking Information

This news release contains certain "forward-looking information" within the meaning of such statements under applicable securities law including statements relating to the Offering.

Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include, but are not limited to, the ability of the Corporation to complete the Offering as currently contemplated or at all. Actual timelines associated may vary from those anticipated in this news release and such variations may be material. 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. The Corporation undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on this forward-looking information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information