TORONTO, Feb. 26, 2018 /CNW/ - iSIGN Media Solutions
Inc. ("iSIGN" or the "Company") (TSXV: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 intends to complete a financing by way of
private placement of a secured convertible promissory note
(the "Note"), for aggregate gross proceeds of $285,000.
The Notes 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 $0.07 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
$0.105 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 Notes.
The Company anticipates closing the private placement as soon as
practicable, subject to receipt of all necessary regulatory
approvals, including the approval of the TSX Venture
Exchange. The proceeds from the sale of the Notes will be used
for general working capital and software development.
The Note holder, Korona Group Ltd., 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 Media, based in Toronto, is a data-focused,
software-as-a-service (SaaS) company that is a pioneering leader 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
consumers' mobile devices in proximity and with real-time proof of
redemption. 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 increased 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 Bluetooth® and Wi-Fi connectivity in complete privacy
as opposed to iBeacons, apps, downloads and required surrendering
of personal information. 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.
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.
SOURCE iSIGN Media Solutions Inc.
