FORM 51-102F3
MATERIAL CHANGE REPORT
1. Name and Address of Corporation
Intertainment Media Inc. (“Intertainment” or the “Company”)
30 West Beaver Creek Road
Unit 111, Richmond Hill
ON L4B 3K1
2. Date of Material Change
November 30, 2012
3. News Release
A press release was disseminated on November 30, 2012 via Marketwire.
4. Summary of Material Change
Intertainment completed the second and final tranche of a non-brokered private placement (the
“Placement”) of units of Intertainment (“Units”). The Company issued 4,520,000 Units at a price of
$0.20 per Unit for aggregate gross proceeds of $904,000 pursuant to this second tranche of the
Placement.
5.1 Full Description of Material Change
Intertainment completed the second and final tranche of the Placement. The Company issued
4,520,000 Units at a price of $0.20 per Unit for aggregate gross proceeds of $904,000 pursuant to this
second tranche of the Placement. Each Unit consists of one common share and one common share
purchase warrant, with each warrant being exercisable into one common share at a price of $0.29 per
share until November 30, 2014. The securities issued in respect of the second tranche of the
Placement are subject to a four-month hold period expiring March 31, 2013.
The total gross proceeds raised under the Placement is $2,279,197.20, of which $1,375,197.20 was
received by the Company from the first tranche of the Placement which closed on October 26, 2012.
The Company received confirmed interest in the Placement from additional investors; however, these
subscriptions were not included in the Placement due to timing restrictions. Intertainment may
consider these in the future.
Pursuant to the second tranche of the Placement, the Corporation paid a total of $5,250.00 in finder’s
fees and issued a total of 26,250 finder’s warrants, with each finder's warrant being exercisable into
one common share at a price of $0.29 per share until November 30, 2014.
The Corporation anticipates using the proceeds from the Placement for general working capital and
US expansion initiatives for Intertainment and its subsidiaries. Following the completion of the
second tranche of the Placement, the Corporation has a total of 353,452,269 common shares issued
and outstanding. The completion of the Placement is subject to TSX Venture Exchange acceptance
and other regulatory approval.
Davis: 12709444.1
5.2 Disclosure for Restructuring Transactions
Not Applicable.
6. Reliance on Section 7.1(2) of National Instrument 51-102
Not Applicable.
7. Omitted Information
Not Applicable.
8. Executive Officer
The name and business number of the executive officer of Intertainment who is knowledgeable about
the material change and this report is:
David Lucatch
Chief Executive Officer
Telephone: (905) 763-3510
9. Date of Report
December 3, 2012