Intelimax enters into a securities exchange agreement with Ride Media Group LLC
Intelimax enters into a securities exchange agreement with Ride Media Group LLC
VANCOUVER, Nov. 14, 2012 /CNW/ - Intelimax Media Inc. ("Intelimax" or the "Company") (CNSX:IMD) (OTCPink:IXMD) is pleased to announce the Company has entered into a securities exchange agreement (the "Agreement") with Ride Media Group LLC ("Ride Media"), a California limited liability company, and the members of Ride Media (the "Members"), being Hardave Gill through his holding company, Christine Buckley, Charles Champion and Gary Sproule. Pursuant to the terms of the Agreement, the Company will acquire all of the issued and outstanding membership units (the "Membership Units") of Ride Media in consideration for the issuance of 12,000,000 common shares of the Company to the Members, pro rata their interest in Ride Media. On closing, Ride Media will become a wholly-owned subsidiary of the Company.
It is a condition of closing that the Company raise a minimum of $1,000,000 in new funding for the Company and that a nominee of the Members', acceptable to the Company and applicable regulators, be appointed to the Board of Directors of the Company. It is a further condition of closing that the employers of the Members enter into a consulting agreement with the Company pursuant to which the Members will provide consulting services for a period of 12 months in order to assist the Company in developing and advancing the Ride Media technology and assets. Closing is expected to occur on or before December 21, 2012. At closing, a finder's fee will be paid in connection with this transaction.
The RIDE Media Platform:
The RIDE Media platform referred to as "Racing's Integrated Digital Experience" (RIDE) is a multi-media interactive content-aggregator platform that aggregates a large number of sports and horse-racing applications, including websites and media content, into a user friendly, pre-populated but highly customizable user interface. The RIDE platform is a unique solution to grow and expand the Horse Racing Industry by attracting and engaging a more diversified fan base with respect to age, ethnicity and income levels.
RIDE content will be displayed more dynamically by simultaneously showcasing live and on-demand rich video content, social media, real time news, event updates, data, games, websites, photos, charts and graphs all on a single display screen on various types of devices. RIDE will be highly customizable by the user, and will feature a dynamic user interface that will appeal to savvy, youthful users.
RIDE will initially focus on Horse Racing Industry Associations' proprietary databases to acquire new customers, using a "Customer Referral Fee" program to create economic incentives for the Associations to participate in the program. RIDE offers three potential revenue streams including Sponsorship and Advertising, Transactional Revenue and Customer Referral Fees from the Advance Deposit Wagering (ADW). The RIDE platform is also easily transportable to other sports, media and business verticals with minimal additional infrastructure or software development costs.
The RIDE project scope is to develop a cross platform (Desktop/TouchScreen/Tablet) application to launch as Racing's fully Integrated Digital Experience. RIDE will initially install a pre-populated "Novice Fan" level dashboard and will evolve into an instantly scalable "racing centric" platform with the ability to grow with the user as their desire grows for more content, more knowledge and more tools. At the same time RIDE will satisfy the "Sophisticated Racing Fan" by providing direct access to all elements of racing's extensive network of information, content and handicapping tools delivered to user devices in a highly customizable platform.
Over the next several months, RIDE will roll out its platform in three phases. Phase I will initially target the North American Thoroughbred Racing Industry. Phase II will roll-out to the International Racing community and Phase III will roll out to other pari-mutuel racing breeds (Standard-bred/Harness, Greyhound and Quarter-horse).
"We are extremely excited about the proposed acquisition of RIDE Media", said Michael Young, President of Intelimax. "The addition of RIDE will complement the Company's existing Fantasy Sports platform, while offering its members new and exciting entertainment options. Conversely, the inclusion of fantasy sports and gaming content will appeal to the horse racing fan's demographic profile and will provide cross-over entertainment, referral fee and supplemental marketing opportunities for Intelimax."
The Ride Media Group LLC Members:
Charles F. Champion Managing Partner - Paladin Capital Partners, LLC
Chuck Champion founded Paladin Capital Partners after successful engagements as Chairman and Chief Executive Officer of several U.S. publicly traded companies. An accomplished C-suite executive with experience in the media and gaming industries, Champion's business clients benefit from an extensive background in revenue and customer expansion. He has widely lectured on the use of social media in player development and has been recognized as a forward thinking strategic executive in the convergence of gaming, media, and gambling.
Mr. Champion was responsible for leading Youbet.com from a company on the brink of financial failure to the largest and most successful advanced deposit wagering company in the U.S. horse racing industry. From 2002 to 2007, he transformed its Internet operations, repositioned its content offerings, branded its unique service and reward components, and solidified its relations with race content providers. Under his leadership, Youbet.com had more than three years of consecutive double-digit growth in gross revenue. Youbet, founded in 1997, exceeded $750 million in wagers processed in 2007. More than 90% of the total was wagered after Champion took over as CEO in 2002.
Prior to joining Youbet, Mr. Champion was president and publisher of the Internet's Access Magazine, where he increased circulation threefold in two years. He was senior vice president of circulation and marketing for the Philadelphia Inquirer from 1995-98 and was responsible for halting significant circulation declines. As Executive Vice President of the Chicago Sun-Times from 1990-95 he improved EBITDA significantly and help position the company for a successful recapitalization and sale. He had similar accomplishments serving in executive level positions with the Los Angeles Daily News and Freedom Newspapers, the publisher of the Orange County Register. .
Gary Sproule Operating Partner - Paladin Capital Partners, LLC
Mr. Sproule has a "classic" CFO background with deep experience in accounting, finance, treasury, SEC financial reporting, tax, budgets, strategic planning and SOX. As important, he has a strong operations orientation having served as chief operating officer at several companies. The combination makes him a valuable asset for companies and/or investors looking to significantly improve shareholder value in turnaround, restructuring or strategic scaling situations.
Mr. Sproule's professional accomplishments include:
-- Completed a major turnaround of 76 Products, a global retail business, and scaled the business creating $1.2 billion in shareholder value over a three-year period. -- Scaled Mobile Messenger, a mobile products company, increasing EBITDA from $6 million to $18 million over a 12-month period. -- Completed a deep turnaround and subsequently scaled Youbet.com, a public Internet gaming company, increasing the market value from $8 million to over $185 million. -- Developed, implemented a turnaround strategy for Disney Interactive Studios, an interactive game developer/publisher, resulting in a 20 % increase in annual EBITDA. -- Negotiated and completed over $10 billion in financings, and completed $5 billion in M&A transactions at UNOCAL, a Fortune 50 earth resource company. Mr. Sproule has completed financial transactions involving private placements, public master limited partnerships, and secondary public offerings. He has installed corporate structure programs for companies anticipating liquidity events and implemented performance based management systems to create cultures of accountability and performance. Mr. Sproule completed the Executive Management Program at Northwestern University, earned an MBA from Eastern Michigan University and a BA from the University of Wisconsin. Hardave Gill Mr. Gill has been involved in the pari-mutuel racing industry for more than 30 years developing and delivering unique solutions for on-track and on-line products and services. A background in traditional racing technology services including video production, post-production for simulcast distribution, photo finish services, digital timing and tracking systems, along with new media production, user interface development and global content distribution networks experience, has provided Mr. Gill with a unique vision for technology based racing and gaming services. Mr. Gill is a successful entrepreneur having founded and operated several companies in the media and racing industries including Post Time Technologies, Bettor Solutions and Post Time Productions. Mr. Gill has been successful in introducing technology solutions to the racing industry by partnering with companies such as the Jockey Club's Equibase and TrackMaster, Daily Racing Form and other on-line media outlets, along with major racing associations such as NYRA, Churchill Downs Inc. and Magna Entertainment. Through various organizations Mr. Gill has also worked closely with racing related entities at numerous racetracks and casinos throughout North and South America, Asia and the Caribbean. As President and CEO of Post Time Technologies, Mr. Gill built what is considered by the industry to be the leading developer of technology-based products and services for the global Pari-Mutuel Racing Industry. Christine Buckley Christine Buckley has served most recently as consulting COO for the production house Aubade Creative LLC, where she transitioned the company model to include digital marketing strategies and social media. For 14 years, she was a top executive with Lakeshore Entertainment Group. As senior vice president of music and business & legal affairs, Buckley managed business affairs operations for dozens of films, including the blockbuster "UNDERWORLD" trilogy and the Oscar-winning "MILLION DOLLAR BABY." A pioneer in the growing field of product integration, she also negotiated production agreements, handled all aspects of musical scores and soundtracks, managed delivery of films to distributors and handled business affairs transactional work. Before joining Lakeshore, she was executive director of the nonprofit Ed Garvey Sport Seminars and Institute of Sports Attorneys. A member of the Illinois State Bar, Buckley received a J.D. from Chicago-Kent College of Law and a B.A. from the University of Wisconsin-Madison in Advertising. An inventor who owns a patent for a nationally-distributed yoga rug, she has served as the vice chair of APECA, a nonprofit dedicated to preserving the Peruvian Amazon rainforest, and on the Midwest Advisory Board of Best Buddies, an organization that enhances the lives of individuals with intellectual disabilities. The securities issued and sold in the closing of the concurrent financing will not be registered under the Securities Act of 1933 as amended (the "Act"), and may not be offered or sold in the United States absent registration, or an applicable exemption from registration, under the Act. About Intelimax Media Inc. Intelimax Media Inc. (www.intelimax.com) is an Internet media services company focusing on fantasy sports, entertainment, social media, advertising and web content. Using its proprietary Social Media Platform, Intelimax currently offers daily fantasy sports on its web property DraftTeam.com. For and on behalf of the board of Intelimax Media Inc., Michael Young, President, CFO & Director Forward Looking Statements: Except for historical information contained herein, the matters set forth above may be forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Words such as "anticipate," "believe," "estimate," "expect," "intend", "will", "could" and similar expressions, as they relate to the matters set out in this news release identify forward-looking statements. Such forward-looking statements are based on the current beliefs of management, as well as assumptions made by and information currently available to management as to the outcome and timing of such future events. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors such as the ability of the Company to complete the Ride Media transaction, to complete the proposed financing in whole or in part or to obtain the required approvals for the proposed transaction and proposed financing, all in a timely fashion or at all and general economic conditions and market risks. Intelimax does not undertake any obligation to update such forward-looking statements. Investors are also directed to consider all other risks and uncertainties. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein. Neither the CNSX Exchange nor its regulations services accepts responsibility for the adequacy or accuracy of this release. Investor Relations: Phone: 1-866-742-1759 Email: IR@Intelimax.com SOURCE: Intelimax Media Inc. To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/November2012/14/c7873.html CO: Intelimax Media Inc. ST: British Columbia NI: INTERNET ORDER -0- Nov/14/2012 23:53 GMT