TORONTO, June 28, 2018 /CNW/ - iSIGN Media Solutions Inc. ("iSIGN" or "Company") (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing and public security alert solutions today announced that it intends to complete a financing by way of a secured convertible promissory note (the "Note"), for aggregate gross proceeds of $297,639 with Korona Group Ltd. ("Korona"), a company wholly owned by Josip Kozar.
The proposed pricing for this Note was set by the Company above the current market price and was agreed to by Korona, based on the various projects that are currently underway with the Company and its resellers. The pricing reflects the expectations of the Company and Korona that the Company is moving towards revenue recognition resulting from its various current projects.
Additionally, the Company wishes to announce that it has entered into an agreement with Mr. Kozar as iSIGN's Chief Executive Officer for a five-year term and with Alex Romanov as iSIGN's President for a two-year term. Both appointments are effective June 15, 2018.
A plan to provide on-going funding of the Company in the short-term while the Company and its resellers work to successfully close revenue generating projects has been discussed and agreed to, which includes the hiring of additional staff, to provide technical and marketing support to the Company and its resellers. Included in the funding plan would be a plan for the reduction of Company debt.
The Note will have a term of two years and will accrue interest at a rate of 10% per annum, payable upon maturity.
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 Company anticipates closing the Note as soon as practicable, subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The proceeds from the Placement, which have already been received, will be used for general working capital.
The participant in the Placement, Korona Group Ltd. ("Korona"), is 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 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.
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
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.
SOURCE iSIGN Media Solutions Inc.
For further information: Company contacts: Bruce Reilly, iSIGN Media Solutions Inc., [email protected]