TORONTO, ONTARIO -- (Marketwired) -- 06/10/15 -- 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 further to the initial press release dated May 14, 2015, it has completed a financing by way of a private placement of unsecured convertible promissory note (the "Note"), for aggregate gross proceeds of $360,000.
The Note will have a 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 $0.235 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 $0.36 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 proceeds from the sale of the Notes will be used for general working capital.
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 13.3% and 5.6% 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.