iSIGN Media Provides Clarification of its Previous Announcement Concerning Couche-Tard's Exercise of its Option to Convert Ro...
17 March 2014 - 9:30PM
Marketwired
iSIGN Media Provides Clarification of its Previous Announcement
Concerning Couche-Tard's Exercise of its Option to Convert Royalty
Payments for Shares
TORONTO, ONTARIO--(Marketwired - Mar 17, 2014) - iSIGN Media
Solutions Inc. (TSX-VENTURE:ISD)(OTCQX:ISDSF) ("iSIGN" or
"Company"), a leading provider of interactive mobile advertising
solutions that serves advertisers, manufacturers, retailers and
advertising agencies throughout North America, today provides a
clarification to its March 10, 2014 release concerning Couche-Tard
Inc.'s ("Couche-Tard") election to exercise their option to convert
annual royalty payments for common shares of the Company.
The Company has received a number of questions from shareholders
and investors and felt that it was in the best interests of all
concerned that it readdress Couche-Tard's election.
Couche-Tard received the option to convert their rights to cash
royalties in January 2012, subject to the approval of the TSX
Venture Exchange ("Exchange"), when the parties signed the Virtual
Private Advertising Network Services Agreement ("Agreement"). The
signing of this Agreement was part of iSIGN's acquisition of the
digital signage network located within the Canada-wide chain of
convenience stores, operated by Couche-Tard Inc. and Mac's
Convenience Stores Inc. Couche-Tard also owns and/or operates
approximately 4,300 convenience stores in the United States,
primarily under the name of Circle K.
The Company approached the Exchange prior to the Agreement being
signed seeking their approval for this conversion option. Approval
was subsequently given by the Exchange in March 2012.
Under the terms of this conversion option, Couche-Tard, at their
sole discretion, had the right to convert either 50% or 100% of all
cash royalties to be received over the entire five year term of the
contract in exchange for 1,462,224 or 2,924,448 common shares of
iSIGN respectively. The minimum amount of commissions owed under
the Agreement for the full five year term was $2.5 million.
Couche-Tard elected to forego the full minimum of $2.5 million
in royalties in exchange for 2,924,448 common shares of the
Company, a valuation of $0.86 per share. As a result of this
conversion, Couche-Tard will own approximately 3.6% of the new
issued and outstanding float of the Company.
When the shares are issued, they will be free trading shares.
The Company anticipates the release of these shares next week when
it expects to receive the delivery address for the share
certificate from Couche-Tard.
Couche-Tard's exercise of their option to convert annual royalty
payments into common shares of the Company does not impact in any
way upon the 3,000,000 warrants that they hold in the Company.
Their warrants remain exercisable until March 23, 2017, at a price
of $0.50.
About iSIGN Media
Since 2007, iSIGN has been developing multiplatform advertising
and marketing solutions for brands to better attract, engage and
retain customers through their mobile devices. The data and SaaS
(software as a service) company collects and analyzes shopper
preferences so that brands can deliver targeted messaging and
personalized offers to consumers' mobile devices, in-location and
in real-time. The company's interactive proximity-marketing
technology is capable of gathering average price points, typical
purchases, in-store dwell times and other shopper metrics to
deliver business intelligence and insights into emerging consumer
behaviors that can help brands make better business decisions and
measure their marketing efforts. Utilizing Bluetoothâ„¢ and Wi-Fi,
and location-aware technologies to deliver relevant and timely
messaging to any screen or mobile device, iSIGN delivers rich
media, permission-based messages free to consumers that can drive
immediate brand engagement, increased customer loyalty and deliver
higher ROI on marketing dollars spent. Headquartered in Richmond
Hill, Ontario, with R&D and customer support operations in
Vancouver, BC and Tampa, FL, the Company has also grown to become
the largest owner/operator of in-store digital media in Canada with
5,600 digital signs in about 1,400 locations. Partners include:
IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless,
TELUS and AOpen America Inc., with solution distribution by
GraphicMedia, Inc. and BlueStar 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.
© 2014 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.
Media contact:SSPREmily Storz267-758-2642 (direct) or
609-351-3592 (mobile)estorz@sspr.comCompany contact:iSIGN MediaAlex
Romanovalex@isignmedia.comwww.isignmedia.com
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