TORONTO, ONTARIO — (Marketwired) — 11/11/14 — iSIGN Media Solutions Inc. (“iSIGN” or the “Company”) (TSX VENTURE: ISD)(OTCQX: ISDSF), a leading provider of interactive mobile advertising solutions that serves advertisers, manufacturers, retailers and advertising agencies throughout North America, today announced that it has closed a non-brokered private placement (“Placement”), raising gross proceeds of $1,530,575.
The Company completed the Placement by issuing 9,566,094 Units at a price of $0.16 per Unit. Each Unit consists of one Common Share of the Company (each a “Common Share” and collectively, the “Common Shares”) and one common share purchase warrant (each warrant referred to herein as a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.24 for a period of 24 months from the date of closing. All securities are subject to a four month hold period.
The proceeds from the sale of the Notes will be used to retire the outstanding Convertible Notes that were issued July 28, 2014 and matured October 28, 2014.
One of the participants in the Placement, Korona Group Inc. (“Korona”), is 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, holding approximately 13.5% of the issued and outstanding common shares of the Company. As such, the issuance of Units to Korona is a “related party transaction” for the Company.
As a result of this placement, Korona will own approximately 13.5% of the issued and outstanding common shares of the Company on a non-diluted basis and 22.4% on a partially diluted basis. Korona has signed an undertaking to not exercise warrants that will result in their having an ownership position of 20% of the issued and outstanding common shares prior to the Company–s next Annual Shareholders– meeting where shareholders will be asked to vote on the acceptance of Korona as a control person.
A second participant in the Placement, Cancore Enterprises Inc. (“Cancore”) will hold approximately 7.3% of iSIGN–s issued and outstanding common shares on a non-diluted basis and 11.3% on a partially diluted basis. Cancore has signed an undertaking to not exercise warrants that will result in it having an ownership position of 10% of the issued and outstanding common shares until such time as it has filed a Personal Information Form with the TSX Venture Exchange.
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(1)(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 Media, based in Toronto, is a data-focused, software-as-a-service (SaaS) company that is a pioneer in gathering point-of-sale data and mobile shopper preferences to generate actionable data and reveal valuable consumer insights. Creators of the Smart suite of products, a patented interactive proximity marketing technology, iSIGN enables brands to deliver targeted messaging, personalized offers and loyalty perks to consumer mobile devices on location and in real-time. iSIGN–s data gathering capabilities provide analytics on price points, typical purchases, in-store dwell time and other shopper metrics that identify emerging consumer behaviors. These insights enable smarter business decisions and provide ROI metrics for more transparent marketing. iSIGN delivers relevant, timely messages on an opt-in basis at no charge to consumers, transmitting rich media to consumer mobile devices via trusted, mature Bluetooth® and WiFi technologies without the restrictions associated with iBeacons and apps. Proven to increase brand engagement and customer loyalty, iSIGN generates preference-based, predictive “clean data” without compromising consumer privacy. Partners include: IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, TELUS and AOpen America Inc., with solution distribution by GraphicMedia, Inc.
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.
© 2014 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.
Contacts:
Media contact:
Emily Storz
SSPR
267-758-2642 (direct) or 609-351-3592 (mobile)
Company contact:
Alex Romanov
iSIGN Media
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