iSIGN Media Announces a Shares for Debt Transaction

Rhea-AI Summary

iSIGN Media Solutions Inc. (TSX-V: ISD, OTC: ISDSF) announced a debt settlement arrangement involving the issuance of 7,222,277 common shares at a price of $0.05 per share, settling debts totaling $361,114.

This transaction includes related party transactions with Josip Kozar, the former CEO. After this transaction, Kozar's ownership will increase to 22% of outstanding shares, up from 19.5%. The arrangement requires approval from the TSX Venture Exchange and will impose a four-month hold period on shares post-approval.

Positive

• Debt settlement of $361,114, improving balance sheet.
• Related party transaction with former CEO aligns interests.

Negative

• Issuance of new shares may dilute existing shareholders' value.

TORONTO, Feb. 22, 2022 (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 it has entered into a debt settlement arrangement with various companies and individuals in which the Company has agreed to issue an aggregate of 7,222,277 common shares at a deemed price of $0.05 per share in settlement of debts owned of $361,114.

Included in this transaction are various companies that are either wholly or partially owned and controlled by Josip (Joe) Kozar, iSIGN’s former Chief Executive Officer and a person that iSIGN shareholders have approved of as a control person in the Company.   Mr. Kozar is a related party to the Corporation as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The transaction contemplated in this Agreement are exempt from the formal valuation and majority of minority shareholder approval requirements of MI 61-101 by virtue of the exemptions set forth in Sections 5.5(g) and 5.7(1)(e) of MI 61-101.

This arrangement is subject to the approval of the TSX Venture Exchange (“Exchange”). The Company will issue these shares, which are subject to a four month hold period once approval for their issuance has been received from the Exchange.

Currently Mr. Kozar owns, directly and indirectly, 35,458,088 common shares of the Company, which represent 19.5% of the current outstanding shares. On closing this transaction, Mr. Kozar will own directly and indirectly 41,773,428 common shares representing 22.0% of the Company’s outstanding shares.

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, 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.

© 2022 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.

Company contacts:

Alex Romanov
iSIGN Media Solutions Inc.
alex@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 recent debt settlement announcement by iSIGN Media Solutions?

iSIGN Media announced a debt settlement arrangement to issue 7,222,277 common shares to settle debts of $361,114.

Who is involved in iSIGN's debt settlement arrangement?

The arrangement involves Josip Kozar, iSIGN's former CEO, who is a related party in the transaction.

What will be Josip Kozar's ownership stake after the debt settlement?

After the settlement, Josip Kozar's ownership will increase to 22% of the company's outstanding shares.

What is the price per share for iSIGN's debt settlement?

The shares will be issued at a deemed price of $0.05 per share.

Is TSX approval required for iSIGN's debt settlement?

Yes, the debt settlement arrangement is subject to approval from the TSX Venture Exchange.