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 $0.10 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 $0.15 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.
One of the Note holders, 1454602 Ontario Inc. is wholly owned by Enat Inc and Kozar Homes Inc. that are controlled by two individuals who are deemed to be “related parties”, 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 11.4% and 6.1% of the issued and outstanding common shares of the Company. As such, the issuance of Notes is a “related party transaction” for the Company.
The second Note holder, Unicare Inc. is partially owned by an individual who is deemed to be “related parties”, 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 11.4% of the issued and outstanding common shares of the Company. As such, the issuance of Notes 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 WiFi 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., with solution distribution by Graphic Media, Inc. www.isignmedia.com
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.
SOURCE iSIGN Media Solutions Inc, Alex Romanov Chief Executive Officer