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iSign Media Solutions Inc
Symbol ISD
Shares Issued 111,468,952
Close 2018-07-16 C$ 0.095
Market Cap C$ 10,589,550
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iSign closes note financing, share-for-debt transaction

2018-07-16 18:03 ET - News Release

An anonymous director reports

ISIGN MEDIA ANNOUNCES THE CLOSE OF ITS PREVIOUSLY ANNOUNCED CONVERTIBLE PROMISSORY NOTE AND SHARES FOR DEBT AGREEMENT

iSign Media Solutions Inc. has received final approval from the necessary regulatory agency to close both the previously announced secured convertible promissory note and the share-for-debt arrangement.

The note is held by Korona Group Ltd., 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, of iSign, being the company's chief executive officer and holding approximately 12.0 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.

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 note will have a term of one year and will accrue interest at a rate of 10 per cent per annum, payable upon maturity.

The company has completed the arrangement under which it issued 6,860,420 common shares at a deemed price of 10 cents per share. These shares are subject to a four-month hold period ending on Nov. 13, 2018.

The total amount of indebtedness settled by this arrangement is $686,042. The company agreed to satisfy this outstanding indebtedness with shares to preserve its cash for operational expenses.

The pricing for the note and the arrangement was set above market price based on the various projects that are under way with the company and its resellers. The pricing reflects the expectations of both the company and the various parties that the company is moving toward the completion of contracts and related revenues.

About iSign Media Solutions Inc.

iSign, 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 using Bluetooth and Wi-Fi connectivity in complete privacy. A creator 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. Its partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, Telus and AOpen America Inc.

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