TORONTO, Jan. 12 /CNW/ - Corbal Capital Corp. ("Corbal") (TSX-V:RBL.P) is
pleased to provide this Press Release to its shareholders and members of the
public to update shareholders and others with respect to its proposed
"qualifying transaction" with iSign Media Corp. ("iSign").
Pursuant to an amending agreement, the parties have agreed to amend
certain terms of the letter of intent, executed on June 13, 2008, wherein
Corbal agreed to acquire all of the issued and outstanding securities of iSign
(the "Purchased Securities").
The amending agreement provides that the consideration to be paid for the
Purchased Securities shall be $5,000,000, which consideration shall be paid to
the shareholders of iSign (collectively, the "Vendors") by issuing to the
Vendors 20,000,000 treasury shares in the capital of Corbal at a deemed price
of $0.25 per share. Following the exchange, current holders of Corbal shares
will hold approximately 25% of the Corbal shares and current holders of iSign
shares will hold approximately 75% of the Corbal shares. In addition, Corbal
has agreed to issue the Vendors up to 20,000,000 performance shares in the
event certain revenue criteria are satisfied for the financial years ended
April 30, 2009 and April 30, 2010. In the event the net profit of iSign is
less than 15% of gross revenue, or the aggregate revenue of iSign for the
financial years ended April 30, 2009 and 2010 is less than $7,500,000, no
performance shares will be issued and the shareholders of iSign will lose
their entitlement to the performance shares.
Completion of the transaction is subject to a number of conditions,
including but not limited to, the receipt by Corbal of a valuation of iSign
prepared in accordance with the rules of and acceptable to the Exchange which
confirms the $5,000,000 valuation ascribed to iSign, Exchange acceptance and
if applicable pursuant to Exchange requirements, majority of the minority
shareholder approval. Where applicable, the transaction cannot close until the
required shareholder approval is obtained. There can be no assurance that the
transaction will be completed as proposed or at all.
Corbal would also like to clarify its previous news releases issued on
June 27, 2008, October 1, 2008 and October 22, 2008, regarding the status of
iSign's patent. iSign has submitted patent applications for its proximity
instant messaging service in the United States of America, Canada, Singapore,
China and Malaysia which are pending and all of which remain unchallenged as
of today's date. The patent applications in the United States of America and
Canada were published in April, 2008.
Following the completion of the transactions contemplated hereby, Corbal
will continue to carry on the business of iSign.
Business of iSign Media Corp.
iSign, with operations based out of Vancouver and Toronto, Canada, is an
interactive media technology company that has applied for a patent with
respect to it's proximity instant messaging service. Proximity Advertising
consists of broadcasting advertisements digitally from any location to a
consumer's cell phone via bluetooth technology. There are presently over 2.5
billion cell phones in the world today.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release. The TSX Venture Exchange Inc. does not accept
responsibility for the adequacy or accuracy of this release.
This news release may contain forward-looking statements that are based
on Corbal's expectations, estimates and projections regarding its business and
the economic environment in which it operates. These statements are not
guarantees of future performance and involve risks and uncertainties that are
difficult to control or predict. Therefore, actual outcomes and results may
differ materially from those expressed in these forward-looking statements and
readers should not place undue reliance on such statements. Statements speak
only as of the date on which they are made, and Corbal undertakes no
obligation to update them publicly to reflect new information or the
occurrence of future events or circumstances.
For further information:
For further information: Mr. John Sickinger, Chief Executive Officer,
Corbal Capital Corp., Tel: (705) 706-2662, email@example.com