Poynt Corporation, Intertainment Media Inc. and Ortsbo Inc., a subsidiary of Intertainment Media Inc., announced yesterday that they have finalized a joint venture agreement. The JV Agreement provides for the integration of Intertainment’s real-time experiential language platform, Ortsbo, into 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 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.
Subject to TSXV approval, the Company has agreed, concurrently with funding of the Facility, to issue 6,000,000 non-transferable share purchase 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.”