TORONTO, Sept. 10 /CNW/ - Corbal Capital Corp. ("Corbal") (TSX-V:ISD) is
pleased to announce that it has received final approval of the TSX Venture
Exchange (the "Exchange") of its qualifying transaction, by way of a reverse
take-over (the "Transaction") transaction with iSign Media Corp. ("iSign").
Accordingly, iSign is now a wholly owned subsidiary of Corbal.
The common shares of Corbal will commence trading on the Exchange under
the symbol "ISD" at the opening of trading on Monday, September 14, 2009.
Concurrently with the closing of the Transaction, Corbal completed a
non-brokered private placement financing (the "Financing") by issuing
3,000,000 common share units ("Units") at a price of $0.25 per Unit for
aggregate gross proceeds of $750,000. Each Unit consists of one common share
("Common Share") in the capital of Corbal and one common share purchase
warrant ("Warrant"). Each Warrant entitles the holder thereof to acquire one
Common Share at an exercise price of $0.40 per share until September 3, 2011.
All securities issued pursuant to the Financing are subject to a four-month
The net proceeds of the Financing will be employed by Corbal for working
capital and for general operating expenses.
In connection with the Financing, First Republic Capital Corporation
received a cash commission of $26,000 and 104,000 finder's warrants, Hampton
Securities Limited received a cash commission of $22,800 and 91,200 finder's
warrants, LOM Securities (Bermuda) Limited received a cash commission of
$21,200 and 84,800 finder's warrants, and Research Capital Corp. received a
cash commission of $5,000 and 20,000 finder's warrants Each finder's warrant
entitles the holder thereof to acquire one Unit at an exercise price of $0.25
per Unit until September 3, 2011.
Pro Forma Capitalization
Pursuant to the Transaction Corbal issued an aggregate of 20,000,000
Common Shares to the shareholders of iSign, 612,636 Common Shares to the
holders of exchangeable securities of iSign and an aggregate of 3,000,000
Common Shares to purchasers in connection with the Financing. In addition,
Corbal issued warrants to holders of iSign warrants exercisable for 1,900,000
Common Shares and warrants exercisable for 1,500,000 Common Shares were issued
to Alexander Romanov, pursuant to a previously executed consulting agreement.
Following the completion of the Transaction and Financing, 30,426,636
Common Shares are outstanding and 8,662,436 are reserved for issuance. The
former iSign shareholders (including holders of exchangeable securities of
iSign) own approximately 68% of the shares of Corbal, former Corbal
shareholders own approximately 22% of the shares of Corbal and purchasers
under the Financing hold approximately 10% of the shares of Corbal. At the
closing of the Transaction 14,223,703 Common Shares are subject to three year
escrow with varying releases dates, with 884,993 being released as a result of
Exchange approval of the Transaction (479,042 of which held or controlled by
Alexander Romanov are subject to a voluntary six month escrow).
The Transaction was negotiated on an arm's-length basis and involves
Additionally information about Corbal and the Transaction is available on
Management of Corbal Capital Corp.
The board of directors of Corbal has accepted the resignations of Barry
M. Polisuk and Alexey Kostyuchenko from the board and the resignation of John
Sickinger from the board and as the Chief Executive Officer. Messrs. Alexander
Romanov, Mike Minor and Anthony DeCristofaro have joined the board of
directors, filling the vacancies created by such resignations. Following
completion of the Transaction, the management of Mooncor (DVD) shall consist
of the following individuals:
Alexander Romanov, Chief Executive Officer, Corporate Secretary and
Mr. Romanov has been the President and a director of iSign since November
2, 2007. Mr. Romanov was the CEO and President of Alpine Electronics Canada
for 15 years. After Alpine, Mr. Romanov became CEO and part owner of Royal Oak
Marketing. Mr. Romanov then co-founded Spherex Inc. which developed and
marketed an xbox gaming audio system and was sold in 2005. Mr. Romanov was the
Vice-President (Sales and Marketing) for Empower Technologies Corporation
(EPT:TSXV) from January 2004 to May 2007.
Mike Minor, Director
Mr. Minor has been President of HM2u Group since October 2008. Mr. Minor
obtained his Masters in Business Administration from the University of London,
England in 1999 and his Bachelor of Arts from the University of British
Columbia in 1995. Mr. Minor has held a number of senior positions at IBM from
May 2000 to September 2008, including Director of IBM's Worldwide Software
Solutions. Global Group and oversaw the Worldwide Industry Frameworks Business
Value Assessment Team. Prior to 1999, Mr. Minor held the position of General
Manager and was on the Board of Directors for hanbo Group in South Korea. Mr.
Minor is presently on the Board of Directors and secretary of Photo Violation
Technologies Corporation of Vancouver, British Columbia.
Haron Ezer, Director and Chief Financial Officer
Mr. Ezer is presently the President of Ezer and Associates Limited, a
private investment company, and has been the Chief Financial Officer and
director of Corbal since May 15, 2007 and August 7, 2007, respectively. Mr.
Ezer received a Bachelor of Science Degree (Mathematics) from Concordia
University in 1967 and for approximately 12 years worked in the actuarial
field with the life insurance industry. Mr. Ezer founded Ezer and Associates
Limited in 1979 which later was amalgamated to form Ezenet Inc. in 1996. Mr.
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. Mr.
Ezer has been a director of BlueRush Media Group Corp. (BTV:TSXV) since April
2004 and was the Chief Financial Officer from August 2004 to May 2007.
Anthony DeCristofaro, Director
Mr. DeCristofaro has been the President and Chief Executive Officer of
iseemedia inc. (IEE:TSXV) since April 2006. From January 1996 to February 2002
he was the President and Chief Executive Officer of MGI Software Corp.
Business of Corbal Capital Corp.
Through its wholly owned subsidiary, iSign Media Corp., Corbal, with
operations based out of Vancouver and Toronto, Canada, is an advertising and
marketing services provider, specializing in proximity advertising solutions
for advertisers and advertising agencies in the global marketplace. Proximity
Advertising consists of broadcasting advertisements digitally from any
location to a consumer's cell phone via Bluetooth technology. There are
presently over 4.1 billion cell phones in the world today and this number is
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, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
For further information:
For further information: Alexander Romanov, Chief Executive Officer,
Corbal Capital Corp., iSign Media Corp., Tel: (905) 530-2481, Email: