NATIONAL DAY OF AWARENESS NOT TO TEXT & DRIVE & ROCK TO LIVE MUSIC FESTIVAL OFFICIAL PRESS RELEASE

Prepared By: Brian Harstine & Ivan Edwards

Take the pledge, “Rock To Live” to save a life, and join Spanish River High School of Boca Raton, FL, in conjunction with PhoneGuard, Global Maximus Productions, and Channel One News, for a National Day of Awareness and Music Festival to warn of the Dangers of Texting & Driving. The festival is planned to take place on April 28, 2012 at Florida Atlantic University Stadium in Boca Raton, Florida.
This is a grassroots, student-led effort to bring awareness to the dangers of texting and driving, by sponsoring an event that brings together over 8,000 schools and millions of students across the nation, in one combined voice to save lives of their classmates.
The event will feature within the agenda, a Tailgate Party outside the stadium with a test track and simulators where attendees from around the region can experience the distractions and impairment of texting while driving. Gourmet Truck Expo is sponsoring a Food Truck Food-a-thon featuring 30 of the most well known Gourmet Food Trucks in South Florida, Live entertainment by Super Bowl entertainers, BadHorse, and others, with various sponsor booths on hand to support the cause. It is planned that The Day Of Awareness will be capped with a star-studded Music Festival produced by Global Maximus Productions in association with Liquid Crystal Productions, inside the stadium, and will be made available “Live”, streaming to millions around the world. The event is expected to sell out of the 30,000 tickets being made available.
“Our goal is to raise awareness about the dangers of texting and driving among teens, parents, and all drivers, as well as, offer a solution to help curb the habit. There is already enough danger in the world, we don’t have to go out of our way to create our own.” said Ross Brenner, Sophomore Class President and originator of the national event.
Brenner, with Spanish River and PhoneGuard, has been working with various companies, groups, communities, sports figures, politicians, musicians, and entertainers who have been anxious to lend their support and time to this important cause, and be on hand championing the event. Celebrity performers and attendees will offer messages on the importance of Texting Responsibly, and will sign autographs, take photographs, and visit subscribers interactively, enhanced by the latest state of the art technologies accessible to all devices, including iPad, via the Gotham Streaming System.
With the support of sponsors like PhoneGuard, Ocean Properties Hotels and Resorts, Porta Via, Global Maximus Records, and the performing artists involved, this student-inspired Spanish River event will be ground zero for the nationwide effort. Numerous celebrities will be doing shout-out PSA’s that will play during the event. Students, their parents, and everyone involved, will be asked to visit www.takethepledge.tv to join major recording artists, sports figures, politicians, and celebrities, in support of this cause, and be a part of the launching of the first ever PPV music festival, Rock for Life, a new national Student-Sponsored Music Festival, with the goal of supporting major life-changing causes.
Channel One News, the leading television news network for teens, will support the effort by airing a public service announcement, produced by SRHS, on its daily broadcast in schools nationwide. Channel One News, a valued educational program viewed daily at SRHS, reaches nearly 5.5 million young people in thousands of middle schools and high schools across the country. The dynamic broadcast and supplementary educational resources inform, educate, and inspire teens, connecting them with important current events and the world around them.
Students will reach out to major talk shows, news publications, and other sources to achieve broad scale national awareness for the cause and the event, which seeks to save lives and make history by bringing together a first ever peer-to-peer nationwide message. Students expect any donations raised from this event will aid Jr. and High Schools, and will provide much needed funds to raise awareness, support recently cut programs, and help reduce financial shortfalls.
The leading solution to curbing the rising problem of texting and driving lies in the innovative product that PhoneGuard will offer free at the event, and to its viewers. Boca Raton-based PhoneGuard, who has partnered up with two-time Grammy nominated singer/songwriter Justin Bieber, has developed a smart phone application which disables a phone’s texting functions whenever it detects the driver moving more than 10 miles per hour. Including the mobile application, PhoneGuard has a full suite of safety products that backs into a web-based portal for family peace of mind.
“16 kids died today, and 16 more will die tomorrow. That’s unacceptable and we are proud of Ross and Dalton, the student leaders, and student body of Spanish River High for leading the cause and launching this unique event. Thousands of schools, and millions of kids across the nation, will follow Spanish River’s lead, and hopefully create their own events on that day, and invite viewers to tune in to the cause, and watch the festival, streamed live by Gotham Networks”, added Scott Frohman, CEO of PhoneGuard.

“We are grateful to PhoneGuard and all our supporters for their incredible contribution and partnerships. We will use every available means at our disposal to send our shared message across the country, starting with Channel One News, along with our Facebook and Twitter. Justin Bieber is in full support of “no texting while driving” and continues to campaign with PhoneGuard and Remember Alex Brown Foundation (www.RememberAlexBrownFoundation.org) via interviews with local and national media, and news outlets…” stated event founder, Ross Brenner.
The Festival and the cause has the full support of Boca Raton Mayor Susan Whelchel and City Council, Boca Raton Police Department, U.S. Congressman Ted Deutch, State Representative Irv Slosberg, The National Transportation and Safety Board (NTSB), The Alex Brown Foundation, and regional Anti-texting groups in various parts of the country, including STANDD, TADD, SADD, and others. Various national and international businesses support the cause and event, and will send out releases as they come on board.
The announcement of the Day of Awareness & the Rock For Life music festival will be adjoined by the announcement of the ‘New Cool’ Rewards program, which will reward PPV Viewers/pledge members with media downloads, VIP experiences, and special event opportunities, at no cost to the students and families, as a means to reward the commitment to Not Text and Drive.

A release of a formal agenda, the PPV, Award cards, Pledges, performers, celebrities, dignitaries and sponsors, will follow over the next few weeks.

If you have any questions, or would like to contact Ross Brenner Please email at:

ross.brenner001@gmail.com

If you have any questions, or would like to contact Spanish River High School, please email or call:

Mr. William Latson – Principal
Office: 561-241-2200
William.Latson@palmbeachschools.org

If you have any questions, or would like to contact PhoneGuard, please email or call:

Dylan Rossi – Vice President of Business Development
Office: 561.314.3466
drossi@phoneguard.com

If you have any questions, or would like to contact GMR, please email or call:

David Carter – Global Maximus Productions
Tel: 615-268-1919
david@myglobalmaximus.com
Home of Florida’s first LEED Gold Certified School

Intertainment Media Inc. Announces Ortsbo Spin Out Structure
TORONTO, CANADA, Feb 28, 2012 (Marketwire via COMTEX) –
Intertainment Media Inc. (“Intertainment”) (TSX VENTURE:INT)(OTCQX:ITMTF)(FRANKFURT:I4T) announces that Intertainment and its board of directors have reviewed various options for the spin out of its subsidiary Ortsbo Inc. (“Ortsbo”) and have elected to proceed with a transaction structure (the “Transaction”) that it believes will be the most favorable to the current security holders of Intertainment.
Intertainment and its board of directors undertook a thorough review of the available options for the spin-out of Ortsbo, including an Initial Public Offering (IPO) and several alternatives, which took several months of discussions with US and Canadian investment banks and professionals, and elected to move forward with a transaction involving a listed capital pool company with the support of the investment community.
As part of the Transaction, as described in further detail below, Intertainment”s Ortsbo subsidiary security holders will retain 67% of the Consideration (as defined herein) for Ortsbo by way of a common stock of the Resulting Issuer (as defined herein), allowing it to gain from any increase in valuation of Ortsbo as an independently listed company and to use those gains to reward its shareholders while it continues to develop and support exciting new technology and new media assets with the goal of creating additional independent enterprises and to increase shareholder value. The balance of the Consideration for Ortsbo, equaling 33%, will be provided to the security holders of Intertainment by way of a distribution of common stock of the Resulting Issuer. Intertainment intends to hold a special meeting of shareholders to approve the Transaction and will provide a record date for Intertainment security holders and other pertinent information in the information circular to be prepared in connection with the Transaction.
Intertainment and its board of directors determined that this Transaction vehicle will be the most favorable structure to the current security holders of Intertainment as it will potentially decrease the time required for senior exchange listing, potentially allow for greater influence by the parties on the timing of the Transaction, and allow the parties to structure the Transaction in a manner such that shares of the Resulting Issuer to be issued as part of the Transaction to the security holders of Intertainment will be issued pursuant to exemptions from US and Canadian securities registration requirements, subject to regulatory approval.
“After careful and diligent consideration, the board of directors and management of Intertainment felt that the value of Ortsbo, in the long run, would best be reflected in an independently listed environment where it could flourish and reward the loyal shareholders of Intertainment both today and in the future,” said David Lucatch, CEO.
“This Transaction methodology ultimately provides the same listing opportunity for Ortsbo as an IPO, but potentially provides a more cost effective route for shareholders, allowing Intertainment to increase distribution to shareholders to 33% and retain a significantly large portion of Ortsbo for Intertainment to fuel long term value for Intertainment,” added Mr. Lucatch.
The Transaction
Intertainment entered into a letter of intent dated February 22, 2012 (the “Letter of Intent”) with Capstream Ventures Inc. (“Capstream”) (TSX VENTURE:CSP.P), a capital pool company listed on the TSX Venture Exchange (“TSXV”), which contemplates: (1) Capstream consolidating its share capital on a 14 old for one new basis; (2) Capstream acquiring all of the issued and outstanding shares of Ortsbo (“Ortsbo Shares”) in consideration (the “Consideration”) of the issuance of 30,000,000 Capstream common shares (“Capstream Shares”), on a post-consolidation basis, at a price equal to the Private Placement Price (as defined herein) of $7.00 per share, of which 20,100,000 Capstream Shares will be issued to Intertainment”s Ortsbo subsidiary security holders (67% of the pre-financing value for Ortsbo), and the remaining 9,900,000 Capstream Shares will be distributed to the security holders of Intertainment on a pro rata basis (33% of the pre-financing value for Ortsbo).
In connection with the Transaction, the parties are investigating the process of listing the common shares of the resulting entity on a senior exchange in Canada and a potential dual listing on a senior exchange in the US following the completion of the Transaction.
The parties expect the Transaction will proceed by way of a plan or arrangement under which Capstream will continue as an entity (the “Resulting Issuer”) listed on a senior exchange in Canada. The business of the Resulting Issuer will be that of Ortsbo and it is expected the Resulting Issuer will change its name to Ortsbo Inc. Following the completion of the Transaction, it is expected that Intertainment will continue to meet TSXV listing requirements based on its remaining assets and will remain listed on the TSXV.
Following the completion of the Transaction and assuming the completion of the minimum Private Placement described below, it is expected that Intertainment”s Ortsbo subsidiary security holders will hold 20,100,000 (57.8%) shares of the Resulting Issuer, Intertainment security holders will hold 9,900,000 (28.4%) shares of the Resulting Issuer, subscribers under the Private Placement will hold 4,285,714 (12.3%) shares of the Resulting Issuer and the current shareholders of Capstream will hold 561,771 (1.6%) shares of the Resulting Issuer.
The Transaction, when completed, is intended to be the Qualifying Transaction for Capstream pursuant to TSXV Policy 2.4.
The parties have agreed to use their best efforts to complete the Transaction by the earliest possible date. Further information regarding the Transaction will be disseminated in a subsequent news release as soon as further details are available regarding the definitive terms of the Transaction.
Private Placement
Ortsbo intends to pursue a private placement of subscription receipts of Ortsbo at a price of $7.00 per subscription receipt (the “Private Placement Price”) for a minimum of 4,285,714 subscription receipts for gross proceeds of CDN$30.0 million with no specific maximum (the “Private Placement”). The Letter of Intent provides that receipt of a minimum of CDN$20.0 million in gross proceeds from the Private Placement is a condition precedent for the closing of the Transaction.
The Private Placement will be on a best efforts basis with a lead order expected in the CDN$20.0 million range as previously announced on January 20, 2012.
The Company may pay finder”s fees of up to 7% cash and 7% broker warrants in accordance with TSXV policies. The completion of the Private Placement is subject to TSXV acceptance, standard conditions and other regulatory approval. Further details regarding participating investment banks and broker dealers will be forthcoming.
It is anticipated that each subscription receipt issued pursuant to the Private Placement will entitle the holder to receive one unit of Ortsbo, with each unit consisting of one Ortsbo Share and one-half of one common share purchase warrant of Ortsbo (“Ortsbo Warrant”) without payment of any additional consideration, on satisfaction of certain conditions. Each Ortsbo Warrant will entitle the holder to purchase one Ortsbo Share for a period of two years at a premium of 50% of the final pricing of the unit. Upon the closing of the Transaction, the Ortsbo Shares and Ortsbo Warrants will convert into Capstream Shares and Capstream common share purchase warrants.
About Ortsbo Inc.
Ortsbo is a subsidiary of Intertainment, a publicly listed company on the TSXV. Ortsbo was incorporated on July 6, 2010 under the Ontario Business Corporations Act and its head office is located the Toronto, Canada region with regional offices in Los Angeles, CA, New York, NY and San Mateo, CA.
With over 40 Million monthly users in over 170 countries and territories, Ortsbo (www.ortsbo.com) enables real-time conversational translation in over 50 languages and seamlessly integrates with today”s most popular social media platforms. Ortsbo allows users to communicate with family, friends and colleagues around the world, providing users with the ability to break down language and cultural barriers through its easy to use, language centric interface.
Ortsbo”s flagship product for social media supports global communications with instant translation capability, real time multi-lingual social media chat connects to PC and Mac computers, mobile browsers as well as all major chat platforms including MSN, Google, Facebook, Twitter and Yahoo! and others.
Ortsbo also provides plug-in email translation capabilities for Microsoft Outlook.
Ortsbo”s Live & Global platform offers a unique solution for broadcasting events to a global audience, with video and real time, multi-lingual chat. Ortsbo currently hold the Guinness World Record for the most nationalities in an online chat.
About Intertainment Media Inc.
Intertainment 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. 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, Los Angeles and San Mateo, CA and 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 Frankfurt Exchange on the XETRA trading platform under the symbol “I4T”.
About Capstream Ventures Inc.
Capstream is a capital pool company under Policy 2.4 of the TSXV. Capstream has no active business or operations and has no material assets other than cash. The principal business of Capstream consists of the identification and evaluation of potential acquisitions or businesses, and once identified and evaluated, the negotiation of an acquisition or business combination, subject to receipt of regulatory and, if required, shareholder approval.
Trading Update
This press release should not be considered a comprehensive summary of the Transaction. Additional information required by the TSXV will be disseminated at a future date following a satisfactory review by the TSXV.
Trading of the Capstream Shares will remain halted pending receipt and review by the TSXV of acceptable documentation regarding the company following completion of the Transaction. The proposed Transaction has not been approved by the TSXV and remains subject to TSXV acceptance.
All information provided in this news release related to Capstream has been provided by management of Capstream and has not been independently verified by management of Intertainment and Ortsbo.
All information provided in this news release related to Intertainment and Ortsbo has been provided by management of Intertainment and Ortsbo and has not been independently verified by management of Capstream.
To learn more, visit: www.ortsbo.com
To learn more, visit: www.intertainmentmedia.com
Reader Advisory
This press release should not be considered a comprehensive summary of the Transaction. Additional information required by the TSXV will be disseminated at a future date following a satisfactory review by the TSXV.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Capstream should be considered highly speculative.
Trading of the Capstream Shares will remain halted pending receipt and review by the TSXV of acceptable documentation regarding the combined entity following completion of the Transaction. The proposed Transaction has not been approved by the TSXV and remains subject to TSXV approval.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the due diligence relating to the Transaction, the entering into of the transaction and financing documents and the satisfaction of the conditions precedent to the Transaction (including receipt of TSXV approval). Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
SOURCE: Intertainment Media Inc.
Ortsbo Inc. / Intertainment Media Inc.
David Lucatch
CEO
800-395-9943 / 905-763-3510
info@intertainmentmedia.com
www.ortsbo.com / www.intertainmentmedia.com

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