TORONTO, ONTARIO--(Marketwire - May 1, 2012) -

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Intertainment Media Inc. (TSX VENTURE:INT)(OTCQX:ITMTF)(FRANKFURT:I4T) ("Intertainment") is pleased to provide an update on the spin out of Ortsbo Inc. ("Ortsbo") previously announced on February 28, 2012. Ortsbo has engaged M Partners Inc. ("M Partners") to act as its financial advisor and sponsor in connection with the Qualifying Transaction ("QT") with Capstream Ventures Inc. ("Capstream") (TSX VENTURE:CSP.P) and concurrent private placement of subscription receipts (the "Offering"). The syndicate will also include Salman Partners.

The Offering will be in the form of subscription receipts of Ortsbo at a price of $7.00 per subscription receipt, which will convert into units (the "Units") of Ortsbo at the closing of the QT. Each Unit will consist of one common share and one half of one common share purchase warrant of Ortsbo, with each whole warrant being exercisable at $10.50 for a period of 24 months from closing of the QT. Proceeds from the Offering will be placed in escrow and will be released to the resulting issuer upon closing of the QT (the "Resulting Issuer") and the listing of the Resulting Issuer's shares on the Toronto Stock Exchange. The Units will be exchanged for similar securities of the Resulting Issuer, on a one-for-one basis, pursuant to the QT (with the exercise price applicable to the warrants to remain at $10.50 subsequent to such exchange).

Ortsbo has entered into a non-binding term sheet setting out the terms for a lead order for a minimum of $20,000,000 from a strategic investor in connection with the Offering. The strategic investor is an international investment fund with a focus on investing in emerging growth companies. The strategic investor (and any other subscriber that invests a minimum of $20,000,000) will receive one full common share purchase warrant for each Unit purchased under the Offering (rather than one half of one common share purchase warrant of Ortsbo). All of the securities issued to the strategic investors will be exchanged for similar securities of the Resulting Issuer, on a one-for-one basis, pursuant to the QT (with the exercise price applicable to the warrants to remain at $10.50 subsequent to such exchange).

In connection with the Offering, a cash commission of 7% of the aggregate gross proceeds will be paid by Ortsbo to the finders and/or agents (collectively "Agents"). In addition, upon closing of the Offering, the Agents will receive such number of options (the "Compensation Options") equal to 7% of the total number of Units issued in connection with the Offering. Each Compensation Option will entitle the holder thereof to acquire one unit of Ortsbo (each a "Compensation Unit") exercisable at the offering price of $7.00 for a period of 18 months from the closing date of the QT, with each Compensation Unit consisting of one common share and one half of a common share purchase warrant of Ortsbo (each a "Compensation Warrant"). Each whole Compensation Warrant will entitle the holder thereof to acquire one common share at a price of $10.50 for a period of 18 months from the closing date of the QT. The Compensation Options will be exchanged for similar securities of the Resulting Issuer, with identical exercise prices, pursuant to the QT.

The closing of the Offering is subject to the receipt of all necessary regulatory and stock exchange approvals.

The Special Meeting of Intertainment shareholders has been updated and is expected to take place on or about Thursday, June 14, 2012. Details of location and time will be announced shortly.

Further to the press release of Intertainment issued on February 28, 2012, Intertainment provides the following update with respect to the QT.

In connection with the QT and in addition to the common shares of Capstream ("Capstream Shares") to be issued to subscription receipt holders under the Offering, it expected that Capstream will issue 38,478,663 Capstream Shares as follows:

--  17,453,696 Capstream Shares will be retained by Intertainment for its

    own purposes; 

--  9,900,000 Capstream Shares will be in part held for distribution pro

    rata to Intertainment shareholders and in part retained for the pro rata

    benefit of Intertainment option and warrant holders; 

--  441,051 Capstream Shares will be issued to the minority shareholder of

    Ortsbo. The resulting issuance is from conversion of the transaction

    disclosed in Intertainment's Interim Consolidated Financial Statements

    for the period ended March 31, 2011; 

--  2,205,254 Capstream Shares will be issued to the stock option holders of

    Ortsbo, subject to Intertainment shareholder approval. None of the

    options have been granted to insiders of Intertainment, its subsidiaries

    or related parties; 

--  1,342,877 Capstream Shares will be issued to the debenture holders of

    Ortsbo. These shares are the result of the expected conversion of

    debentures which are disclosed in Intertainment's Interim Consolidated

    Financial Statements for the period ended March 31, 2011; 

--  1,320,714 Capstream Shares will be issued pursuant to the SaaS

    Technologies Inc. share purchase agreement as disclosed in

    Intertainment's press release issued on October 19, 2011; 

--  3,689,357 Capstream Shares will be issued to directors, officers,

    employees of Ortsbo and Intertainment as per employment and other

    agreements to acquire and attract senior US employees, subject to

    Intertainment disinterested shareholder approval; and 

--  2,125,714 Capstream Shares will be issued to consultants of Ortsbo and

    Intertainment, subject to Intertainment shareholder approval. These

    shares relate, among other matters, to the purchase of inventions

    related to the Ortsbo's proprietary technology. 

All the above noted Capstream Shares will be subject to various escrow and release conditions pursuant to the Plan of Arrangement and regulatory escrow requirements.

Assuming completion of the Offering amount of a minimum of $20,000,000, the strategic investor (and any other subscriber that invests a minimum of $20,000,000) will be issued a total of 2,857,143 Capstream Shares and 2,857,143 common share purchase warrants of Capstream in connection with the QT. All other subscribers under the Offering will receive one common share and one half of one common share purchase warrant of Capstream in connection with the QT.

Following the closing of the QT, the business of the Resulting Issuer will be that of Ortsbo and it is expected the Resulting Issuer will change its name to "Ortsbo Corporation".

Full particulars of the QT and the Plan of Arrangement will be provided to shareholders of Intertainment, Ortsbo and Capstream in a joint management information circular to be mailed to shareholders in advance of the QT. The QT will be subject to disinterested shareholder approval of Intertainment shareholders of the Plan of Arrangement, and other standard terms and conditions, including listing of Ortsbo on the Toronto Stock Exchange. Final acceptance by the Toronto Stock Exchange is subject to the filing of various documents and information, including evidence of requisite shareholder approvals.

M Partners, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the QT. An agreement to sponsor should not be construed as any assurance with respect to the merits of the QT or the likelihood of completion.

About Ortsbo Inc.