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
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.
© 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.
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SOURCE iSIGN Media Solutions Inc.
