TORONTO, June 27 /CNW/ - Corbal Capital Corp. ("Corbal") (TSX-V:RBL.P)
announced today that it has entered into an agreement in principle with iSign
Media Corp. ("iSign"), in respect of a proposed "qualifying transaction" for
the purposes of the policies of the TSX Venture Exchange (the "Exchange").
Pursuant to a letter of intent, executed on June 13, 2008, Corbal will
acquire all of the issued and outstanding securities of iSign (the "Purchased
Securities"). iSign is a corporation incorporated and governed by the laws of
The letter of intent provides that the consideration to be paid for the
Purchased Securities shall be $7,250,000, which consideration shall be paid to
the shareholders of iSign (collectively, the "Vendors") by issuing to the
Vendors 24,166,667 treasury shares in the capital of Corbal at a deemed price
of $0.30 per share. In addition each holder of convertible securities of iSign
will be issued comparable convertible securities in Corbal. Following the
exchange, current holders of Corbal shares will hold approximately 22% of the
Corbal shares and current holders of iSign shares will hold approximately 78%
of the Corbal shares.
The board of directors of Corbal may agree, subject to regulatory
approval, to make a loan to iSign on a fully secured basis, in one or more
tranches, of up to $225,000 in accordance with the rules of the Exchange and
subject to the approval of the board of directors of Corbal of the proposed
use of proceeds for the loan or each tranches thereof.
It is anticipated that Canaccord Capital Corporation will be retained by
Corbal to act as sponsor pursuant to the rules of the Exchange for the
transactions contemplated hereby.
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 $7,250,000 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.
Pursuant to an agreement, dated May 5, 2008, between Corbal and First
Republic Capital Corp. ("First Republic"), a limited market dealer, Corbal
agreed to pay First Republic a finder's fee equal to 1% of the value ascribed
to a target company upon the execution of a letter of intent, as well as a
further 2% on the date the Exchange gives final approval of a proposed
"qualifying transaction" in consideration of First Republic providing Corbal
with technical consulting services concerning the identification and
evaluation of a "qualifying transaction". Accordingly, on June 16, 2008,
Corbal paid First Republic $72,500 representing 1% of the value ($7,250,000)
ascribed to iSign.
Following the completion of the transactions contemplated hereby, Corbal
will continue to carry on the business of iSign.
Except for Haron Ezer who will remain as a director and the Chief
Financial Officer of the resulting issuer, the existing officers and directors
of Corbal will resign on closing and the following individuals will become
insiders of the resulting issuer:
Alex Romanov, Director and Chief Executive Officer
Alex Romanov is an accomplished business executive with a history of
identifying opportunities and turning them into high growth and profitable
enterprises. Alex has diverse experience in a variety of industries such as
consumer electronics, communication, digital imaging, video gaming, and e
commerce. Alex was the CEO and President of Alpine Electronics Canada for 15
years building the company to over $50,000,000 in revenue with over 50% of the
Canadian market share by 1995. After Alpine, Alex became CEO and part owner of
Royal Oak Marketing responsible for over 100 employees and $120,000,000 in
revenue. Royal Oak Marketing was sold for $29,000,000 to an American concern.
Alex then co-founded Spherex Inc. which developed and marketed an xbox gaming
audio system and was sold in 2005. Alex has been involved in iSign for 7
months now and has successfully restructured the company positioning it for
Mike Miner, Director
Mike Miner is presently head of Worldwide Industry Frameworks Business
Value Assessment Team at IBM Software Group. Mike has held a variety of senior
positions at IBM since 1999. Prior to 1999 Mike held the position of General
Manager and was also on the Board of Directors for hanbo Group in Seoul Korea.
Mike is also presently on the Board of Directors and secretary of Photo
Violation Technologies Corporation of Vancouver B.C.
Haron Ezer, Director and Chief Financial Officer
Haron Ezer received a Bachelor of Science Degree (Mathematics) from
Concordia University and for approximately 12 years worked in the actuarial
field with the life insurance industry. Haron Ezer founded Ezer and Associates
Limited in 1979 which later was amalgamated to form Ezenet Inc. in 1996. Mr.
Ezer has designed software applications for the financial services industry
including all aspects of banking, mortgage and lease administration, RIF and
RRSP portfolio management, MBS pools and other special applications required
by financial institutions. Haron Ezer was CEO and Chairman of Ezenet Corp.
when the company was successful in raising over $50,000,000 on the Toronto
Stock Exchange in February 2000. Currently, Haron Ezer is President of Ezer
and Associates Limited, a private investment company, and the Chief Financial
Officer and a director of Corbal.
In addition to the foregoing, pursuant to the letter of intent, the
initial board of directors of the resulting issuer shall include such
additional members as iSign shall designate and Corbal shall agree to.
The transactions contemplated by the letter of intent are arm's length
transactions and it is not expected that Corbal will require shareholder
Business of iSign Media Corp.
iSign, with operations based out of Vancouver, Canada, is an interactive
media technology company that has recently been awarded a patent with respect
to its 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.
The information in this press release on related to iSign, its business
and the proposed board of directors and management was provided to Corbal by
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, firstname.lastname@example.org