ISD iSign Media Solutions Inc

iSIGN Media Solutions Inc. (“iSIGN” or “Company”) (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing and public security alert solutions is pleased to announce that it has signed a Forbearance Agreement (“Agreement”) with several creditors that will improve the Company’s Statement of Financial Position, allowing the Company to continue with the update and delivery of its core solutions and is in negotiations to incorporate certain technologies to deal with airport tracing, in-home healthcare monitoring, personal and public virus detection, and mobile verification technologies.

The Company successfully and amicably completed the signing of the Agreement with Joe Kozar and related creditors to provide clarity and repayment certainty on a sizable portion of the Company’s debt.    The Agreement with its creditors allows the Corporation to move forward with its business plan in 2022 and beyond.

iSIGN’s Board, management and its key major shareholder, Joe Kozar, extend their thanks and appreciation to staff, shareholders, resellers and customers for their patience and support while the forbearance agreement was being prepared and finalized. Completion of the Agreement clears the way for continued business progress, including debt reduction and funding endeavours.

At the conclusion of the Company’s AGM on January 28, the Board accepted the resignations of Greg Wade and Brian Rohaly as directors, with their resignations effective on that date. iSIGN’s Board and management would like to thank both Greg and Brian for their services and wish them well in their future endeavours.

iSIGN’s Board now consists of David Beck as Chair; Bob MacBean, the Company’s Chief Financial Officer; Alex Romanov, the Company’s Interim Chief Executive Officer; and Mario Salerno, of ISDV Inc., representing iSIGN’s associated and contributing tech team with new leading-edge technologies.

Additionally, iSIGN, subject to formalizing an agreement with the party owning the additional technology, will proceed with the introduction of this new technology to customers and potential funders, with an expectation of attaining revenue within the next six months.

The Agreement that the Company signed with certain of its creditors will roll approximately $3.270 million in debt together with accrued and unpaid interest of approximately $331,600 and a 10% penalty provision of approximately $360,200 into new two-year debentures (the “New Debentures”) bearing interest at 12% per annum.  Pursuant to the terms of the Agreement, $2,870,951 of the debt will be convertible into common shares of the Corporation at a price of $0.05 per share in the first year and $0.10 in the second year.  The remaining debt representing the entire amount of the penalty and the amount of approximately $730,500 owed to one creditor will not be convertible.  The Corporation has also agreed to grant to the holders of the convertible New Debentures 57,419,029 warrants exercisable at $0.0625 per share for a period of two years to the holders of the convertible debentures (the “Warrants”).  The forbearance agreement is subject to a number of conditions including the Corporation meeting certain revenue targets.

Additionally, iSIGN announces that the creditor whose portion of the debenture is not convertible into shares and warrants intends to participate in a shares for debt transaction that would result in the debt of approximately $730,500 being repaid by the issuance of approximately 14,610,000 common shares priced at $0.05. This shares for debt transaction would be entered into upon the granting of Control Person status to Joe Kozar, as outlined below.

On closing of the transactions contemplated in the Agreement as well as the shares for debt transaction, Mr. Kozar will hold New Debentures with a principal amount of $3,464,368 and convertible into 48,379,575 common shares.  He will also own, directly and indirectly, 48,379,575 of the warrants.  Mr. Kozar currently owns, directly or indirectly, 35,488,088 common shares representing 19.5% of the currently outstanding capital.  If Mr. Kozar were to fully convert his New Debentures he would own, directly and indirectly 98,477,663 common shares representing 38.7% of the outstanding common shares.  If he were to also exercise his warrants, he would receive a further 48,379,575 common shares for a total of 146,857,238 common shares representing 47.1% of the outstanding common shares.  As a result, Mr. Kozar has the ability to become a “Control Person” (as such term is defined by the TSX Venture Exchange (the “TSXV”).

The transactions contemplated in the Agreement; the shares for debt transaction and the creation of the new Control Person are subject to the approval of the TSX Venture Exchange which has required that the Corporation obtain disinterested shareholder approval to the transactions contemplated in the Agreement and the creation of the New Control Person.  All creditors that are parties to the Agreement and their associates and affiliates will be excluded from this approval.  The Corporation will be seeking written approval from shareholders in the coming days.

Mr. Kozar is a related party to the Corporation as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transactions contemplated in the Agreement are exempt from the formal valuation and majority of minority shareholder approval requirements of MI 61-101 by virtue of the exemptions set forth in Sections 5.5(g) and 5.7(1)(e) of MI 61-101.

About iSIGN MediaiSIGN, a Canadian company based in Toronto (Richmond Hill), Ontario 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® and Wi-Fi connectivity in complete privacy. Creators 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. 2019 winner of Richmond Hill’s Innovator of the Year award. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, and Mtrex Network Solutions. www.isignmedia.com

Forward-Looking StatementsThis 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.

© 2022 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.

Company contacts:

Alex RomanoviSIGN Media Solutions Inc.alex@isignmedia.com

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 for the accuracy of this release.