TORONTO, ONTARIO–(Marketwired – June 3, 2015) – iSIGN Media Solutions Inc. (“iSIGN” or the “Company”) (TSX VENTURE: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 it intends to complete a non-brokered private placement (“Placement”) for aggregate gross proceeds of $400,000 with PowerOne Capital Markets Limited as the agent (“Agent”).
Under the terms of the Placement the Company will issue 2,000,000 units (“Units”) at a price of $0.20 per Unit. Each Unit consists of one Common Share of the Company (each a “Common Share” and collectively, the “Common Shares”) and one common share purchase warrant (each warrant referred to herein as a “Warrant” and collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.30 for a period of 24 months from the date of closing. All securities are subject to a four month hold period.
The Company anticipates closing this private placement shortly subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The proceeds from the Placement will be used for general working capital, including software development and patent filing. The software development includes the development of integrated messaging/coupons with Google Chrome and Apple Passbook on a non-app, non- download basis, a solution that the Company has recently been evaluating. Additional integration with Google Wallet and Apple Pay is expected when messaging/coupons drives purchasing. This particular development would allow seamless interaction with all mobile devices especially Smartphones, including iPhones and is a historic Eureka Moment for iSIGN.
In connection with the closing of this non-brokered private placement, the Agent will receive a cash commission equal to 7% of the gross proceeds realized by the Company from the private placement. As additional compensation, the Company will issue 200,000 non-transferable compensation warrants (“Compensation Warrants”) to the Agent. Each Compensation Warrant entitles the holder to acquire one Unit at a price of $0.20 for a period of 24 months from the date of closing.
The Company also wishes to announce that it has closed its non-brokered private placement with Company management, raising gross proceeds of $100,000. The Company completed the non-brokered private placement by issuing 500,000 Units at a price of $0.20 per Unit. Each Unit consists of one Common Share and one Warrant. Each Warrant will entitle the holder to purchase one Common Share at a price of $0.30 for a period of 24 months from the date of closing. All securities are subject to a four month hold period.
The proceeds from this non-brokered placement will be used for general working capital.
The participant in the non-brokered private placement, Alex Romanov (“Romanov”), is a “related party”, as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), of iSIGN, as he is the Company’s Chief Executive Officer. As such, the issuance of Units to Romanov 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(1)(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 pioneer 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 consumer mobile devices on location and in real-time. 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 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 trusted, mature Bluetooth® and WiFi technologies without the restrictions associated with iBeacons and apps. 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 GraphicMedia, 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.
© 2015 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.