TORONTO, ONTARIO--(Marketwired - July 31, 2014) - Korona Group Ltd. ("Korona"), a company wholly-owned and controlled by Josip Kozar, an insider of iSign Media Solutions Inc. (the "Company"), acquired on July 28, 2014 $600,000 principal amount of 8% convertible promissory notes of the Company (the "Notes"). The principal amount outstanding under the Notes shall automatically be converted into units of the Company (the "Units") at a price equal to $0.25 per Unit upon closing of the acquisition of all of the issued and outstanding shares of P.O.S. Canada Inc. by the Company. Each Unit is comprised of one common share of the Company (a "Common 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 $0.50 per Warrant Share, subject to adjustment in certain events. The acquired Notes, if converted, would result in issuance to Mr. Kozar of 2,400,000 Common Shares (the "Unit Shares") which would represent approximately 2.9% of the currently issued and outstanding Common Shares on a partially diluted basis. Additionally, assuming conversion of the Notes, a total of 2,400,000 Warrants will be issued to Korona, which, if exercised, would result in issuance of 2,400,000 Warrant Shares, which together with the Unit Shares would represent 5.6% of the currently issued and outstanding Common Shares on a partially diluted basis.
After giving effect to the acquisition, Mr. Kozar owns or has control or direction, directly or indirectly, over an aggregate of: (i) 8,402,000 Common Shares, representing approximately 10.4% of the issued and outstanding Common Shares (on a non-diluted basis); (ii) 8,200,000 warrants to acquire Common Shares; and (iii) $600,000 principal amount of Notes convertible into: (a) 2,400,000 Common Shares; and (b) 2,400,000 Warrants. Assuming conversion of the Notes and exercise of all warrants to acquire Common Shares, Mr. Kozar would directly or indirectly exercise direction and control over an aggregate of 21,402,000 Common Shares, representing approximately 22.7% of the then issued and outstanding Common Shares (on a partially-diluted basis).
Mr. Kozar acquired the securities of the Company for investment purposes. Mr. Kozar has no present intention of acquiring, directly or indirectly, other securities of the Company, or disposing of any of the securities of the Company he currently holds, directly or indirectly.
The Company relied on an exemption from the prospectus requirements of securities legislation provided for under section 2.3 of National Instrument 45-106 Prospectus Exempt Distributions ("NI 45-106") which provides that the prospectus requirement does not apply to a distribution of a security of an issuer to an "accredited investor" (as such term is defined in NI 45-106).
A copy of the early warning report filed by Korona pursuant to applicable securities laws may also be found on the Company's continuous disclosure record at
www.sedar.com.