iSIGN Media Announces a Proposed Private Placement of Up to $6.9 Million

Rhea-AI Summary

iSIGN Media Solutions plans a non-brokered offering to raise up to $6.9 million by issuing 138 million Units at $0.05 per Unit. Each Unit includes one Common Share and one Warrant, allowing purchase of a Common Share at $0.075 for 24 months. Aaron Lyon Phillips will subscribe for $6.4 million worth of Units, potentially owning 45% of iSIGN's shares. Funds will be allocated for debt retirement and operational costs. Shareholder approval is required for completion, affecting stock ownership structure.

Positive

• Offering could raise up to $6.9 million to strengthen financial position.
• Funds earmarked for debt retirement, potentially improving balance sheet.

Negative

• Aaron Lyon Phillips' investment may lead to significant dilution for existing shareholders.
• Approval required from majority of disinterested shareholders introduces risk of delay.

TORONTO, June 04, 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 up to $6.9 million.

Under the terms of the Offering the Company will issue up to 138 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.  

As part of this Offering, the Company has signed a binding term sheet with Aaron Lyon Phillips (“Phillips”), pursuant to which Phillips has agreed to subscribe for $6.4 million worth of Units under the Offering or approximately 128 million Units. Assuming completion of the Offering in full, Phillips would own approximately 45% and 60% of the issued and outstanding common shares of the Company on a non-diluted and partially diluted basis, respectively. Pursuant to the policies of the TSX Venture Exchange, completion of the Offering will be subject to receipt of shareholder approval as the Offering will result in Phillips owning more than 20% of the issued and outstanding common shares of the Company. To be approved, the Offering must be approved by at least a majority of disinterested shareholders at a shareholders meeting or by way of written consent. The Company expects to obtain shareholder approval through written consent.

Mr. Phillips is the founder and Chief Executive Officer of Ap1 Inc. He has 25 years experience in network infrastructure and over 10 years experience in proximity and location services. He has in- depth work experience in the location services industry and is the holder of a number of patents. He is a pioneer in the development of IT networking software and development of Commercial Bulletin Board services prior to the advent of the World Wide Web. Complementary to this, he has a plethora of experience in Operations Management, conceptualization and development of cutting-edge business software. He is also an industry leader in the field of integrating traditional and web-based marketing strategies for enterprise level organizations.

Funds raised by this Offering will be used to retire debt related to advances, loans and convertible debentures; for general operational and sales/marketing purposes, including the hiring of public relations and investor relations companies; and for restructuring of the Corporation’s management structure.

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 offering for ISDSF on June 4, 2021?

iSIGN Media intends to raise up to $6.9 million to retire debt and fund operational expenses.

Who is subscribing to the offering announced by iSIGN Media on June 4, 2021?

Aaron Lyon Phillips has agreed to subscribe for $6.4 million worth of Units.

What are the financial terms of the offering by iSIGN Media for ISDSF?

The offering includes issuing 138 million Units at $0.05 each, with warrants to purchase shares at $0.075.

What percentage of iSIGN Media will Aaron Lyon Phillips own after the offering?

Phillips could own approximately 45% of iSIGN's shares on a non-diluted basis.

What risks are associated with the offering by iSIGN Media?

Completion of the offering is subject to approval from majority disinterested shareholders, which may cause delays.