TORONTO, Sept. 29, 2016 /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 the $360,000
secured convertible promissory note(the "Note") held by 1454602
Ontario Inc. has been re-priced and the maturity date extended to
May 7, 2019.
The Note will have a term of 36 months 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 $0.11 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 $0.17 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 this Note as soon as
practicable, subject to receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange.
The Note holder, 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. 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
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.
© 2016 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 Corp