iSIGN Media Announces a Proposed Private Placement of $450,000

Rhea-AI Summary

iSIGN Media Solutions announced a non-brokered offering to raise $450,000 by issuing up to 9 million units at $0.05 each. Each unit includes a common share and a warrant to purchase a share at $0.075, valid for 24 months. This move aims to enhance operational flexibility. Notably, Chief Financial Officer Bruce Reilly is a related party in this offering, holding 1.5% of outstanding shares. The securities will have a four-month hold period, pending approval from the exchange.

Positive

• Aiming to raise $450,000 to support operational initiatives.
• Potential for share price appreciation with warrants priced attractively.

Negative

• Involvement of a related party raises governance concerns.
• Dilution risk for existing shareholders if warrants are exercised.

TORONTO, June 11, 2021 (GLOBE NEWSWIRE) -- iSIGN Media Solutions Inc. (“iSIGN” or “Company”) (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile proximity marketing and public security alert solutions announced that it intends to complete a non-brokered offering (“Offering”) for aggregate gross proceeds of $450,000.

Under the terms of the Offering the Company will issue up to 9 million Units at a price of $0.05 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 $0.075 for a period of 24 months from the date of closing. All securities issued would be subject to a four month hold period.  

One of the participants in this placement, Bruce Reilly, is deemed to be a “related party”, as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being the Company’s Chief Financial Officer and Director and currently holding approximately 1.5% of the Company’s issued and outstanding common shares of 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 Company will issue these shares, which are subject to a four month hold period once approval has been received from the Exchange. The proceeds of the Placement will be for operational purposes.

About iSIGN Media
iSIGN, a Canadian company based in Toronto (Richmond Hill), Ontario is a data-focused, software-as-a-service (SaaS) company that is a pioneering leader in the areas of location-based security alert messaging and proximity marketing utilizing Bluetooth® and Wi-Fi connectivity in complete privacy. Creators of the Smart suite of products, a patented interactive proximity marketing technology, iSIGN enables the delivery of messages to mobile devices in proximity, with real-time reporting and analytics on a variety of metrics. 2019 winner of Richmond Hill’s Innovator of the Year award. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, TELUS and Mtrex Network Solutions. 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.

© 2021 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.

Company contacts:

Bruce Reilly
iSIGN Media Solutions Inc.
bruce@isignmedia.com

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 for the accuracy of this release.

FAQ

What is the purpose of iSIGN Media's recent funding offering?

The offering aims to raise $450,000 for operational purposes.

How many units will iSIGN Media issue in its offering?

iSIGN Media plans to issue up to 9 million units at $0.05 each.

What are the terms of the warrants in iSIGN Media's offering?

Each warrant allows the purchase of a common share at $0.075, valid for 24 months.

Who is participating in the iSIGN Media funding offering?

Bruce Reilly, the Chief Financial Officer, is participating and is considered a related party.

What is the expected effect of the offering on iSIGN Media's share distribution?

The offering may cause dilution of existing shares if the warrants are exercised.