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.
Contacts: Poynt Corporation Andrew Osis CEO 403-313-3719
www.poynt.com Global Results PR for Poynt Corporation Valerie
Christopherson North American Public Relations
949-608-0276poynt@globalresultspr.com Liolios Group, Inc. Scott
Liolios or Matt Glover Investor Relations
949-574-3860info@liolios.com Intertainment Media/Ortsbo Inc. David
Lucatch, CEO 800-395-9943 / 905-763-3510info@intertainmentmedia.com
www.ortsbo.com www.intertainmentmedia.com SS | PR Public Relations
/ Media Inquiriesmcampe@sspr.com www.sspr.com