TORONTO, ONTARIO--(Marketwired - Sept. 25, 2013) - iSIGN Media Solutions Inc. ("iSIGN" or "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, wishes to provide an update to the subsequent event items that were discussed in their annual financial statements for the year ended April 30, 2013.
Subsequent to the April 30, 2013 year-end, the Company raised a total of $2.85 million dollars for 9,499,999 shares and warrants, with a share price of $0.30 and warrants exercisable at $0.45 for a period of 24 months. One investor, a private corporation controlled by a single shareholder (the "Person"), purchased 8.2 million shares and warrants for a total of $2.46 million. This resulted in this Person acquiring 10.57% of the Company's outstanding shares. The TSX considers such an investor as being an Insider ("Insider") and requires the Insider to file a Personnel Information Form for their review. This form was delivered to the TSX on September 11, 2013. As of the date of this release, the TSX has not approved the Private Placement.
The Company, on September 24, 2013 submitted a revised Form 4B Notice of Private Placement to the TSX regarding the private placement, detailing the various finder's fees totaling $307,000 and the accompanying consulting agreement and payment described below, that the Company entered into in May 2013, to correct the document originally filed with the TSX on June 14, 2013.
On May 16, 2013, the Company had received from an arm's length supplier, a detailed development proposal for the Company's Smart Player, with an estimated cost of $370,000. Under this proposal, the developer would retain ownership of the Intellectual Property ("IP") and would provide the Company with a royalty-free license.
During meetings that took place throughout May 2013 with potential investors, the Company had discussions with the Person regarding participation in the June private placement, including discussions of the Company's future business opportunities and in particular, the development of the Smart Player. The Person's expertise and business interest were compatible, in terms of software/hardware development, with the Company's goals for developing the Smart Player. On May 20, 2013, the Company entered into a two year consulting agreement with a private corporation controlled by the same Person/Insider, as the corporation who acquired 8.2 million shares and warrants. The agreement provided for consulting services to the Company respecting the Company's Smart Antenna and Smart Player project. On May 27, 2013, the Company paid consulting fees of $460,000.
The Board of Directors has commenced a review of the documentation supporting the proposed services and payment of the retainer, including whether the proposal includes the provision that the Company will own the IP and whether the unit manufactured costs of the Smart Digital Player would result in a saving of approximately $200,000 on the opening order of 5,000 units.
The Company had previously issued press releases on June 20 and July 4, 2013, regarding an agreement with iTrix Media ("iTrix") for the exclusive advertising rights for our signage and mobile network. Under the terms of that agreement, iTrix committed to and gave the Company a post-dated cheque for $250,000. iTrix subsequently put a stop payment on that payment and entered into re-negotiations for the agreement. Under the terms of the new agreement, iTrix will be required to make a $100,000 payment upon returning a signed agreement.
The terms of the revised agreement have been discussed with iTrix' management and have verbally been agreed to. The agreement is currently being reviewed by their legal counsel. The specifics of the revised agreement are essentially the same as the original agreement, other than the timing of payments to be made to the Company. The major addition to the agreement, is that iTrix will acquire the option to purchase the network, at the 18 month point of the agreement, with all payments made by iTrix prior to this date to be counted towards the purchase price. iTrix understands that their purchase of the network would require the approval of Mac's Convenience Stores ("Mac's").
The renegotiation of the iTrix agreement impacted the Company's cash flow projections and resulted in the Company: re-examining the fair value of its intangible asset related to the contract with Mac's; and recording an impairment of that asset as reported in the annual financials for the year ended April 30, 2013.
About iSIGN Media
Since 2007, iSIGN has been developing multiplatform advertising and marketing solutions for brands to better attract, engage and retain customers through their mobile devices. The data and SaaS (software as a service) company collects and analyzes shopper preferences so that brands can deliver targeted messaging and personalized offers to consumers' mobile devices, in-location and in real-time. The company's interactive proximity-marketing technology is capable of gathering average price points, typical purchases, in-store dwell times and other shopper metrics to deliver business intelligence and insights into emerging consumer behaviors that can help brands make better business decisions and measure their marketing efforts. Utilizing Bluetooth™, mobile, Wi-Fi, and location-aware technologies to deliver relevant and timely messaging to any screen or mobile device, iSIGN delivers rich media, permission-based messages free to consumers that can drive immediate brand engagement, increased customer loyalty and deliver higher ROI on marketing dollars spent. Headquartered in Richmond Hill, Ontario, with R&D and customer support operations in Vancouver, BC and Tampa, FL, the Company has also grown to become the largest owner/operator of in-store digital media in Canada with 5,600 digital signs in about 1,400 locations. Partners include: IBM, Keyser Retail Solutions, Baylor University, Verizon, TELUS and AOpen America Inc., with solution distribution by GraphicMedia, Inc. and BlueStar Inc. www.isignmedia.com
Forward-Looking Statements
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.
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