TORONTO, July 16, 2018 /CNW/ - iSIGN Media Solutions Inc.
("iSIGN" or "Company") (TSX-V: ISD) (OTC: ISDSF), a leading
provider of interactive mobile messaging solutions for commercial
and security purposes announces that it has received final approval
from the necessary regulatory agency to close both the previously
announced secured convertible promissory note (the "Note") and the
shares for debt arrangement ("Arrangement").
The Note is held by Korona Group Ltd. ("Korona"), wholly owned
by Josip Kozar, who is deemed to be
a "related party", as such term is defined in Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), of iSIGN, being the
Company's Chief Executive Officer and holding approximately 12.0%
of the issued and outstanding common shares of the Company.
As such, the issuance of this Note is a "related party transaction"
for the Company. For this transaction, the Company has relied
on the exemption from the formal valuation requirements of MI
61-101 contained in section 5.5(a) of MI 61-101 and has relied on
the exemption from the minority shareholder approval requirements
of MI 61-101 contained in section 5.7(a) of MI 61-101.
The principal amount can, at the option of the Note holder, be
converted into units of the Company (the "Units") at a price equal
to $0.08 per Unit. Each Unit
shall be comprised of one common share of the Company (a "Unit
Share") and one common share purchase warrant (a "Warrant").
Each Warrant shall be exercisable to acquire one common share of
the Company (a "Warrant Share") for a period of two years following
the date of issuance of the Warrant at an exercise price of
$0.12 per Warrant Share. The
Unit Shares and Warrants (and, if applicable, the Warrant Shares)
will be subject to a minimum hold period of 4 months from the date
of issue of the Note.
The Note will have a term of one year and will accrue interest
at a rate of 10% per annum, payable upon maturity.
The securities described herein have not been and will not be
registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws and may not be offered or
sold in the United States absent
registration or an applicable exemption from those registration
requirements. This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
shall there by any sale of the securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
The Company has completed the Arrangement issuing 6,860,420
common shares ("Shares") at a deemed price of $0.10 per share. These shares are subject
to a four-month hold period, ending November
13, 2018.
The total amount of indebtedness settled by this Arrangement is
$686,042. The Company agreed to
satisfy this outstanding indebtedness with shares to perverse its
cash for operational expenses.
The pricing for the Note and the Arrangement was set above
market price based on the various projects that are underway with
the Company and its resellers. The pricing reflects the
expectations of both the Company's and the various Parties that the
Company is moving towards the completion of contracts and related
revenues.
About iSIGN Media
iSIGN, a Canadian company based in Toronto, Ontario is a data-focused,
software-as-a-service (SaaS) company that is a pioneering leader in
the areas of location-based security alert messaging and proximity
marketing utilizing Bluetooth® and Wi-Fi connectivity in complete
privacy. Creators of the Smart suite of products, a patented
interactive proximity marketing technology, iSIGN enables the
delivery of messages to mobile devices in proximity, with real-time
reporting and analytics on a variety of metrics. Partners
include: IBM, Keyser Retail Solutions, Baylor
University, Verizon Wireless, TELUS and AOpen America
Inc. www.isignmedia.com
Forward-Looking Statements
This news release may include certain forward-looking statements
that are based upon current expectations, which involve risks and
uncertainties associated with iSIGN Media's business and the
environment in which the business operates. Any statements
contained herein that are not statements of historical facts may be
deemed to be forward-looking, including those identified by the
expressions "anticipate", "believe", "plan", "estimate", "expect",
"intend" and similar expressions to the extent they relate to the
Company or its management. The forward-looking statements are
not historical facts but reflect iSIGN Media's current expectations
regarding future results or events. These forward-looking
statements are subject to a number of risks and uncertainties that
could cause actual results or events to differ materially from
current expectations. iSIGN Media assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the
forward-looking statements.
© 2018 iSIGN Media Solutions Inc. All Rights Reserved. All other
trademarks and trade names are the property of their respective
owners.
Neither the TSX Venture Exchange nor Its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility or accuracy of this
release.
View original
content:http://www.prnewswire.com/news-releases/isign-media-announces-the-close-of-its-previously-announced-convertible-promissory-note-and-shares-for-debt-agreement-300681580.html
SOURCE iSIGN Media Solutions Inc.
