09:19:09 EDT Fri 26 Apr 2024
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iSign Media Solutions Inc
Symbol ISD
Shares Issued 111,468,952
Close 2018-06-28 C$ 0.08
Market Cap C$ 8,917,516
Recent Sedar Documents

iSign Media arranges $297,639 note offering

2018-06-28 13:13 ET - News Release

Mr. Josip Kozar reports

ISIGN MEDIA ANNOUNCES A CONVERTIBLE DEBENTURE FOR $297,639

iSign Media Solutions Inc. will complete a financing, by way of a secured convertible promissory note, for aggregate gross proceeds of $297,639 with Korona Group Ltd., a company wholly owned by Josip Kozar, chief executive officer of iSign Media Solutions.

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 under way with the company and its resellers). The pricing reflects the expectations of the company and Korona that the company is moving toward 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 Media Solutions' chief executive officer for a five-year term. The company has also entered into an agreement with Alex Romanov as iSign Media Solutions' president for a two-year term. Both appointments are effective as at June 15, 2018.

A plan to provide continued financing 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 financing 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 cent per year (payable upon maturity).

The principal amount can, at the option of the noteholder, be converted into units of the company at a price equal to eight cents per unit. Each unit shall comprise one common share of the company and one common share purchase warrant. Each warrant shall be exercisable to acquire one common share of the company for a period of two years following the date of issuance of the warrant at an exercise price of 12 cents per warrant share. The unit shares and warrants (and, if applicable, the warrant shares) will be subject to a minimum hold period of four 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, is wholly owned by Mr. 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) of iSign (being the company's chief executive officer and holding approximately 12 per cent 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.

About iSign Media Solutions Inc.

iSign Media Solutions, a Canadian company based in Toronto, Ont., 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 as well as Wi-Fi connectivity in complete privacy.

We seek Safe Harbor.

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