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iSIGN Media Announces Convertible Promissory NotesTORONTO, Oct. 26, 2016 /PRNewswire/ - iSIGN Media Solutions Inc. ("iSIGN" or the "Company") (TSXV:ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing solutions that serves advertisers, manufacturers, retailers and advertising agencies throughout North America, today announced that it intends to complete a financing by way of private placement of secured convertible promissory notes (the "Notes"), for aggregate gross proceeds of $225,000. The Notes will have term of twelve 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 $0.12 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 $0.18 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 Noes 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 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 Solutions Inc, Alex Romanov Chief Executive Officer |