iSIGN Media Announces Shareholder Approval for Control Person Status and Filing of Shares for Debt and Convertible Debentures Filings with the TSX-V

Rhea-AI Summary

iSIGN Media Solutions Inc. (TSX-V: ISD, OTC: ISDSF) has received shareholder approval for Mr. Joe Kozar as a Control Person. The company plans to advance its business plan for 2022 by updating its core solutions and exploring new technologies like contact tracing and healthcare monitoring. Additionally, iSIGN filed plans for two-year convertible debentures totaling $3.6 million, aimed at converting short-term liabilities into long-term ones. This includes provisions for warrant issuance worth $2.88 million and the conversion of existing debt into common shares at favorable prices.

Positive

• Shareholder approval for Mr. Joe Kozar, strengthening company leadership.
• Conversion of $3.6M current liabilities to long-term debt improves financial stability.
• Issuance of 57.6 million warrants enhances potential capital access.

Negative

• Kozar's potential ownership of 47.1% post-conversion may raise concerns about shareholder dilution.

TORONTO, Feb. 16, 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 is pleased to announce that approval from disinterested shareholders holding well over 50% of the Company’s outstanding shares, has been received in favour of Mr. Joe Kozar as a Control Person in the Company. The Company is now moving forward with its business plan in 2022 and beyond, which includes the update and delivery of its core solutions and negotiations to incorporate certain technologies dealing with contact tracing, in-home healthcare monitoring, personal and public virus detection, and mobile verification technologies.

With this approval having been given by its shareholders, the Company is announcing that it has filed the necessary paperwork with the TSX-Venture Exchange (“Exchange”) relating to the previously announced two-year convertible debentures (the “New Debentures”). These New Debentures, agreed to by certain of its creditors, will transfer $3,611,138 of current liabilities, consisting of existing debt agreement, both principal and interest plus an agreed upon 10% penalty provision of $361,114, to long-term liabilities.

Under the terms of these New Debentures, $2,880,691 will be convertible into 57,613,829 common shares of the Company, at a price of $0.05 in the first year and $0.10 in the second year. The remaining debt, consisting of $730,447 owed to one creditor and the full amount of the penalty, will not be convertible. The Company has also agreed to grant to the holders of the convertible portion of the New Debentures 57,613,829 warrants, exercisable at $0.0625 per share for a period of two years to the holders of the convertible debentures

Additionally, as previously announced, the Company has filed the required paperwork with the TSX-V for the conversion of the $730,447 debt of the New Debenture debt with the above-mentioned creditor into 14,608,936 common shares, priced at $0.05.

On closing both these transactions, Mr. Kozar will hold New Debentures with a principal amount of $2,669,945, convertible into 63,153,395 common shares of which 14,608,936 common shares will immediately be issued. He will also own, directly and indirectly 48,544,459 of the warrants. Currently Mr. Kozar owns, directly and indirectly, 35,458,088 common shares of the Company, which represent 19.5% of the current outstanding shares. Should Mr. Kozar fully convert his New Debentures he would own, directly and indirectly 98,641,483 common shares representing 38.8% of the Company’s outstanding shares. Should he also exercise his warrants, he would receive a further 48,544,459 common shares for a total of 147,021,058 common shares representing 47.1% of the outstanding common shares. 

The closing of these two transactions will provide the Company with clarity and repayment certainty on a sizable portion of the Company’s debt. It also allows iSIGN, subject to formalizing an agreement with the party owning the additional technology, to proceed with the introduction of new technology to its customers and potential funders.  

These two transactions, the New Debentures and the shares for debt, are subject to the approval of the Exchange. The Company will issue the shares related to the shares for debt transaction, which are subject to a four month hold period once approval has been received from the Exchange.

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 transactions contemplated in the 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.

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 significance of Joe Kozar's approval for iSIGN Media Solutions?

Joe Kozar's approval as Control Person strengthens leadership and is pivotal for the company's strategic direction.

How much debt is being converted into long-term liabilities by iSIGN Media Solutions?

iSIGN is converting $3.6 million of current liabilities into long-term debt through convertible debentures.

What are the key financial terms of iSIGN Media's new convertible debentures?

The new debentures involve $2.88 million convertible into 57.6 million shares at $0.05 in year one and $0.10 in year two.

What is the potential impact of the new debentures on iSIGN Media's stock?

The new debentures, if fully converted, could lead to significant share dilution, increasing Kozar's stake to 47.1%.

What new technologies is iSIGN Media planning to introduce in 2022?

iSIGN plans to introduce technologies related to contact tracing, in-home healthcare monitoring, and public virus detection.