Intertainment Media's Itibiti Systems Update
04 3월 2009 - 3:35AM
Marketwired Canada
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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