Intertainment Media Announces Debt Settlement and Forbearance Agreement with Debentureholders

May 09, 2016 8:09 PM EDT | Source: Intertainment Media Inc.

Toronto, Ontario and New York, New York--(Newsfile Corp. - May 9, 2016) - Intertainment Media Inc. (TSXV: INT) (OTC Pink: ITMTF) (FSE: I4T) ("Intertainment" or the "Company") announces today that it has entered into a debt settlement and forbearance agreement (the "Agreement") with the holders of outstanding secured debentures ("Debentures") of the Company ("Debentureholders") representing an aggregate principal and interest amount of approximately $3,628,396.81 (the "Outstanding Indebtedness").

Pursuant to the terms of the Agreement, upon conditional acceptance from the TSX Venture Exchange Inc. ("TSXV"), the Company shall transfer 12,000,000 common shares of Yappn Corp. ("Yappn Shares") that it owns in partial satisfaction of the Outstanding Indebtedness (the "Transaction"). The Agreement also provides the Company with the option to repay Outstanding Indebtedness through additional cash payments to the Debentureholders and through the repurchase of transferred Yappn Shares. All transferred Yappn Shares are subject to a 6 month hold period under applicable United States securities laws and have additional staggered trading restrictions that continue to apply to the Yappn Shares for a period of up to 12 months following the expiry of the initial 6 month hold period.

In addition to the above terms, for aggregate consideration from the Company of $100,000, the Debentureholders have agreed not to enforce their rights under the Debentures for a period of 18 months, subject to the continued compliance of the Company with the terms of the Agreement, to allow time for the Company to repay the Outstanding Indebtedness in full. The Agreement also provides a mechanism for the settlement of outstanding amounts due to certain continuing and departing directors, officers and management personnel of the Company following the repayment of all of the Outstanding Indebtedness.

Pursuant to the terms of the Agreement, the management and board of the Company will be reorganized such that Mr. David Lucatch, Chief Executive Officer and a director, Mr. Girvan Patterson, director, Mr. Herb Willer, director, and Mr. Earl Marek, director, have each resigned from their positions with the Company; and, Mr. Wayne Parsons, a former consultant to the Company and former director and audit committee chair of Yappn Corp., will be appointed Chief Executive Officer and director, and each of Mr. Clayton Strickland and Mr. Douglas Hamilton will be appointed as directors to form the new board of directors of the Company. The foregoing management and director appointments remain subject to customary regulatory approval.

"We would like to thank Mr. Lucatch and Messers Willer, Patterson and Marek for their services to the Company and wish them well in their future endeavors." said Mr. Wayne Parsons. "We are eager to focus on our existing assets, repay the Outstanding Indebtedness in full and develop new opportunities to add shareholder value."

The Yappn Shares represent less than 50% of the total assets of the Company and as such, and pursuant to the Policies of the TSXV, the Transaction is not subject to shareholder approval. The Transaction is a Reviewable Disposition (as such term is defined in TSXV Policy 5.3) and as such remains subject to TSXV acceptance.

New Board Member Biographies

Wayne Parsons - Mr. Parsons has over 20 years of experience in the investment industry. Mr. Parsons founded Parsons Financial Consulting in 2010, a consulting company focused on the technology and mining sectors, and has served as its president since its inception. Mr. Parsons has served on the board of directors of American Paramount Gold Corp., a company listed on the OTC Pink Sheets, since 2010 and also served as its President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary in 2010. Mr. Parsons was also a director and chair of the audit committee at Yappn Corp., a company listed on the OTCQB. Prior to that, Mr. Parsons was a senior investment manager at National Bank Financial from 2003 through 2009.

Joel Strickland — Mr. Strickland is an entrepreneur and private investor. Joel currently serves on the board of two TSXV listed companies, Feronia Inc. and TransEastern Power Trust and serves on the audit and compensation committees on both. Mr. Strickland serves on the board of the privately held Canadian Securities Exchange, and sits on its audit committee. Joel is currently enrolled in the Institute of Corporate Directors ICD.D program at the Rotman School of Management.

Doug Hamilton — Mr. Hamilton is an entrepreneur and private investor and is currently involved in several companies based in Ontario. Mr. Hamilton previously sat on the board of Alta Genetics, which was a Toronto Stock Exchange listed company at the time, and was also a director of St. Joseph's Hospital, Ontario for five years during which time he served as chair of the Human Resource committee.

About Intertainment - http://www.intertainmentmedia.com Intertainment is one of Canada's leading technology incubators and is focused on developing, nurturing and investing in both North American and global technologies and companies that provide technology solutions for brands and consumers alike. Intertainment also owns and operates a number of key properties and has investments in leading edge technologies and social media platforms, including TranzActive, CapThat, Lexifone and Yappn Corp (www.yappn.com) (OTCQB:YPPN). For more information on Intertainment and its properties, please visit www.intertainmentmedia.com

Intertainment is headquartered in the Toronto, Canada region, with offices in New York and Los Angeles, CA and is listed on the TSX Venture Exchange under the symbol "INT" (TSXV:INT) and in the US under the symbol "ITMTF". Intertainment is also traded in Europe on the Open Market (Regulate Unofficial Market) of the Frankfurt Exchange under the symbol "I4T".

Contact

info@intertainmentmedia.com

Forward Looking Information

This news release contains certain "forward-looking information" within the meaning of such statements

under applicable securities law.

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. 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 regulators. The Company 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.

This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.

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