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Poynt Corporation and Intertainment Media Inc. Initiate a Joint VenturePoynt Platform to Integrate Ortsbo, Share Advertising Resources and Investigate Additional Opportunities for Monetization and Collaboration; Intertainment Media to Provide Poynt with $1.5 million in Debt Financing (March 15, 2012)
CALGARY, ALBERTA and TORONTO, ONTARIO -- (Marketwire) -- 03/15/12 -- Poynt Corporation (TSX VENTURE:PYN) (OTCQX:PNYTF) ("Poynt Corp." or the "Company"), Intertainment Media Inc. (TSX VENTURE:INT) (OTCQX:ITMTF) (FRANKFURT:IT4) ("Intertainment") and Ortsbo Inc., a subsidiary of Intertainment Media Inc., today announced that they have finalized a joint venture (the "Joint Venture" or "JV Agreement") agreement. The JV Agreement provides for the integration of Intertainment's real-time experiential language platform, Ortsbo ("Ortsbo" or the "Ortsbo Platform"), into the Poynt platform ("Poynt or the "Poynt Platform"). The parties also undertook to explore the mutual exchange of advertising inventory and investigate additional opportunities for monetization of both the Poynt Platform and Intertainment's other platforms.
Under the JV agreement, Poynt Corp. has undertaken to integrate Ortsbo, initially as an available item on the Poynt carousel, into the Poynt Platform and provide Intertainment with reciprocal access to, and use of, its advertising inventory. The JV will also investigate complementary revenue generating opportunities, including additional real-time experiential translation opportunities, and the integration of Intertainment's Ad Taffy click-to-call technology.
The JV Agreement provides that the gross revenues generated from the integration of Ortsbo experiential translation functionality and the reciprocal exchange of ad inventory will be shared equally between Poynt Corp. and Intertainment. Other revenues to be included and shared will be determined as opportunities arise.
Additionally, Intertainment has agreed to provide Poynt Corp. with secured debt funding (the "Facility") in the amount of one and a half million Canadian dollars (CAD $1,500,000) in order to facilitate, among others, the integration of Ortsbo and the ad inventory into the Poynt Platform, as well as for general working capital purposes. The Facility will be secured by a first priority lien against the Company's assets and will bear a pre-default annual interest rate of 8%, maturing on June 29, 2012. The Facility is subject to the approval of the TSX Venture Exchange Inc. ("TSXV").
Subject to TSXV approval, the Company has agreed, concurrently with funding of the Facility, to issue 6,000,000 non-transferable share purchase warrants (the "Warrants") to Intertainment, with each Warrant entitling the holder to acquire one common share of Poynt Corp. at an exercise price of $0.115 per share. The Warrants will expire on the earlier of the date the Facility is repaid pursuant to its terms and five years from the date of issuance. The Warrants and any common shares issued on exercise of the Warrants will be subject to a four-month hold period commencing, in each case, on the date of issue of the Warrants.
As one of the directors of Poynt Corp. is an officer and director of Intertainment Media, Multilateral Instrument 61-101 requires Poynt Corp. to obtain minority approval and a formal valuation for the Facility and the issuance of the Warrants unless an exemption from the minority approval and valuation requirements is available. Such an exemption is available to the Company as at the time the transaction was agreed to, neither the fair market value of the Facility, nor the fair market value of the Warrants, exceeded 25% of Poynt Corp.'s market capitalization.
"Providing users with an immersive local experience has always been important to Poynt Corp. and the integration of Ortsbo will allow Poynt users to have translation capability within the application in real-time in the language of their choice," said Andrew Osis, CEO of Poynt Corp. "Intertainment has been an industry leader in real-time translation and we are excited to pursue additional opportunities."
"The Ortsbo real-time experiential language technology when combined with Poynt will provide an unmatched local service offering on a global basis, truly allowing consumers to increase their utility within each platform" said David Lucatch, CEO, Intertainment and Ortsbo. "We are excited to see what new innovations can be created through this strategic partnership."
About Intertainment Media Inc.
Intertainment Media Inc. is one of Canada's leading technology incubators and is focused on developing, nurturing and investing in technologies and companies that provide technology solutions for brands and consumers alike.
Intertainment also owns and operates a number of key properties including Ad Taffy, itiBiti, Ortsbo, Deal Frenzy and Magnum, with investments in leading edge technologies and social media platforms including theaudience.com, Cap That and Shiny Ads. For more information on Intertainment and its properties and investments, please visit www.intertainmentmedia.com.
Headquartered in the Toronto, Ontario, Canada region, with offices in New York, Los Angeles and San Mateo, CA, Intertainment is listed on the TSX Venture Exchange under the symbol "INT" (TSX VENTURE:INT) and in the US on the OTCQX Exchange under the symbol "ITMTF". Intertainment is also traded in Europe, on the XETRA Exchange under the symbol "I4T".
About Poynt Corporation
Poynt Corporation (about.poynt.com) (OTCQX:PNYTF) (TSX VENTURE:PYN) is a global leader in the mobile local advertising space. Its Location Based Search (LBS) and advertising platform, Poynt (www.poynt.com), enhances a user's ability to connect with the people, businesses and events most important to them. Poynt is available on all major smartphone and tablet platforms in nine countries. Poynt Corp. entered the mobile publishing space with the acquisition of an advertising publishing platform in January 2011. Whether through the Poynt Local Search Platform or the Ad Publishing Platform, Poynt Corp. simplifies connecting consumers with businesses, retailers and events. Headquartered in Calgary, Alberta, Canada, Poynt Corp. trades on the TSX Venture Exchange under the symbol PYN and in the United States on the OTCQX under the symbol PNYTF.
Important Cautions Regarding Forward-looking Statements
This news release contains forward-looking statements relating to: the ability of Poynt Corp to integrate Ortsbo into the Poynt Platform; the ability of Poynt Corp and Intertainment to provide access to their advertising inventory; terms of the Joint Venture to be determined in the future, including the sharing of revenues; terms of the Loan and the Warrants; future additional integration opportunities including Ad Taffy; ability of Joint Venture to reach additional audiences; ability of customers to increase their utility with the Poynt Platform; and other statements that are not historical facts. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicated in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.
These forward-looking statements are based on certain key assumptions regarding, among other things: the ability to complete the integration of Ortsbo and advertising inventories; that Intertainment will complete the funding payment; the continued successful development, implementation and execution of the Poynt Platform; continued growth in number of active users of the Poynt Platform; conditions in general economic and financial markets; the ability to complete previously announced transactions; the ability to obtain all necessary regulatory approvals; and the ability to obtain financing on acceptable terms, including Poynt's ability to finance its future commitments.
Material risk factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: risk that Poynt Corp. will not be able to complete the integration of Ortsbo and advertising inventories; the risk that Intertainment will not complete the funding payment; the risk that that the TSXV will not approve the Loan and/or the issuance of the Warrants; inability of Poynt Corp. to fund its obligations; the deteriorating economic and market conditions that could lead to reduced spending on information technology products; competition in the Company's and/or Intertainment's target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company's and/or Intertainment's strategic visions; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company's and/or Intertainment's existing and newly introduced products; the success of brand development efforts; risks associated with strategic alliances; failure of counterparties to perform on contracts; failure to successfully negotiate contracts; failure to successfully negotiate additional preload agreements; reliance on distribution channels; product concentration; need to develop new and enhanced products; potential product defects; ability to hire and retain qualified employees and key management personnel; risks associated with changes in domestic and international market conditions and the entry into and development of new markets for the Company's and/or Intertainment's products; and the risks described under "risk factors" in the Company's Annual Information Form for the year ended December 31, 2010 which is available on Poynt Corp.'s SEDAR profile (www.sedar.com).
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company and Intertainment disclaim any intention and assume no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company and Intertainment undertake no obligation to comment on expectations of, or statements made by, third parties in respect of the forward-looking statements identified above.
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.
Global Results PR for Poynt Corporation
North American Public Relations
Liolios Group, Inc.
Scott Liolios or Matt Glover
Intertainment Media/Ortsbo Inc.
David Lucatch, CEO
800-395-9943 / 905-763-3510
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