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

Rhea-AI Summary

iSIGN Media Solutions Inc. (ISDSF) announced a non-brokered offering to raise up to $6.9 million through the issuance of up to 138 million Units at $0.05 each. Each Unit includes a Common Share and a Warrant priced at $0.075. One World Smart Solutions will subscribe for $5 million in Units, potentially owning 44.2% of iSIGN post-offering. Proceeds will retire debt and cover operational costs. The offering is subject to shareholder approval, expected by February 8, 2021.

Positive

• Potential to raise up to $6.9 million through a non-brokered offering.
• One World Smart Solutions' $5 million subscription indicates confidence in iSIGN.
• Funds will help retire debt and improve operational efficiency.

Negative

• Offering will result in substantial dilution for existing shareholders.
• One World may control about 44.2% of shares, raising concerns over governance.

TORONTO, Feb. 01, 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 One World Smart Solutions Holdings Corp. pursuant to which One World has agreed to subscribe for US $5 million, (CDN $6.412 million, based on the current exchange rate) worth of Units under the Offering or approximately 128.5 million Units. Assuming completion of the Offering in full, One World would own approximately 44.2% and 59.8% 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 One World owning more that 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 currently expects to obtain shareholder approval through written consent.

The principals of One World are involved in the fields of Personal Protection Equipment (“PPE”) for COVID-19 as well as in the health and medical fields globally. They see our technology and hardware offerings as being a fit with their existing business.

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.

The closing of the Offering is expected to occur on or about February 8, 2021 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.   

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 iSIGN Media Solutions' recent funding announcement?

iSIGN Media announced a non-brokered offering to raise up to $6.9 million by issuing up to 138 million Units.

How much will One World Smart Solutions invest in iSIGN Media?

One World Smart Solutions will invest $5 million in the offering, purchasing approximately 128.5 million Units.

When is the expected closing date for iSIGN's offering?

The closing of the offering is expected to occur on or about February 8, 2021.

What will the funds from iSIGN's offering be used for?

Funds will be used to retire debt and support general operational and marketing efforts.

What percentage ownership will One World gain in iSIGN Media?

One World will own approximately 44.2% of iSIGN's common shares on a non-diluted basis after the offering.