TORONTO, ONTARIO -- (Marketwired) -- 05/11/15 -- 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 has closed its non-brokered private placement ("Placement") with Company management, raising gross proceeds of $122,000.
The Company completed the Placement by issuing 677,777 Units at a price of $0.18 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 $0.27 for a period of 24 months from the date of closing. All securities are subject to a four month hold period.
The proceeds from the sale of the Notes will be used for general working capital.
Both of the proposed participants in the Placement, Alex Romanov ("Romanov") and Bruce Reilly ("Reilly"), are "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, as they are the Company's Chief Executive Officer and Chief Financial Officer respectively. As such, the issuance of Units to Romanov and Reilly are "related party transactions" 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.