iSIGN Media Announces TSX-V Approval to Complete the Acquisition of an Exclusive Worldwide Licensing Agreement for Advanced Technologies and Associated Platforms

Rhea-AI Summary

iSIGN Media Solutions Inc. (ISDSF) has received TSX-V approval for an exclusive worldwide licensing agreement with SIMBL Business Enablement Inc. for its Passive Historical Contact Tracing (PHACT) intellectual property. This technology, piloted at the Prince George airport, offers analytics on individual movement and crowd behavior, enhancing public safety and compliance with privacy regulations. iSIGN plans to showcase this innovation to various sectors, including airports and malls. Additionally, iSIGN holds first rights to acquire further IP from SIMBL. The deal involves a share issuance resulting in SIMBL owning 9.93% of iSIGN.

Positive

• Acquisition of exclusive worldwide licensing for PHACT, enhancing iSIGN's market offerings.
• Potential to diversify client base, targeting airports, malls, and sports venues.
• First rights to additional innovative IP items could drive future growth.

Negative

• Issuance of 22.490 million shares could dilute existing shareholder value.
• Ongoing maintenance and support fees of 10% of revenues from SIMBL's technology could affect profit margins.

TORONTO, April 08, 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, announced that it received the necessary approval from the TSX-Venture Exchange (“TSX-V”) to acquire this exclusive worldwide Licensing Agreement (“Agreement”) in perpetuity from SIMBL Business Enablement Inc. (“SIMBL”) for its Passive Historical Contact Tracing (“PHACT”) and underlying framework, including SPE Asset Management System for smart location analytics and monitoring Intellectual Property (”IP”).

The PHACT IP, installed at the Prince George airport in British Columbia, provides smart location analytics and monitoring.  Conceived as a contact tracing network, the overall platform enables one to monitor the movement, congregation behaviours, and general movements of individuals within a monitored space, while maintaining compliance with all public privacy policies.  PHACT provides real-time and historical information regarding individual movement, dwell, and crowd behavior.  PHACT is very applicable to managing public distancing during COVID pandemic lockdowns and security/safety alerts.

With this approval, iSIGN and its resellers are now in a position to demonstrate the new technology to a variety of clients, including airports, transit systems, malls, sports stadiums, concert venues, etc.

iSIGN will be delivering our new HALO units with GPS to one of our US based resellers for customer approval at the start of next week. Additionally, we are in the process of completing units with facial recognition for use with a Mexican public transit system.

Under the terms of this arm’s length Agreement iSIGN has a right-of-first offer and a right of first refusal (“First Rights”) in respect for the further acquisition of two additional IP items, on terms and conditions to be mutually agreed upon:

• Virtual Intelligent In-Home Health Care (”ViiHC”), an advanced personal assistant and appliance designed to work with existing and bespoke wearable and IoT health sensors to create a virtual twin of an individual, aggregating health information, providing reminders and beneficial suggestions, and making recommendations for improved health and well-being, and,
• Open-source code forks for each of the platforms on offer, allowing for communities to augment and improve the overall utility and developing an ecosystem that provides valuable input and assistance in the development of new product offerings.

The First Rights in respect of the above may be exercised in respect of either or both of the additional IP, as the parties may determine. Acquisition would be subject to the approval of the (“TSX-V).

SIMBL has contracted that they will not use the IP for their own purposes or to issue new licenses to any third party and that any new licenses issued, will be issued through iSIGN. Ownership of the IP will remain with SIMBL while iSIGN’s existing forbearance agreement remains in effect. Ownership of the IP will transfer to iSIGN upon the mutual consent of the parties at a later date which will not be unduly withheld with no further additional payment required for the transfer. The fee for all ongoing maintenance, upgrades and support services to the IP, however, will continue in perpetuity.

This Agreement will not result in any transfer of any liabilities or contingent liabilities nor will there be any transfer of existing SIMBL clients From SIMBL to iSIGN.

SIMBL will be providing all ongoing maintenance, upgrades and support services to the IP for the duration of the Agreement, at a fee of 10% of revenues generated from their technology.

The shares issued under this Agreement, total 22.490 million and will result in SIMBL owning 9.93% of the resulting outstanding shares of the Company. Of this total, 19.1 million common shares from treasury with a deemed value of $0.05 per share for a value of $955,000. Additionally, iSIGN will issue a further 3.390 million common shares from treasury to settle an outstanding debt of $169,500 for technology services rendered by SIMBL as of the end of January 2022.  All securities issued would be subject to a four month hold period.

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.

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

About SIMBL
SIMBL, a Canadian company based in Toronto, Ontario is a business enablement firm that specializes in the development of innovative software solutions.  We have expertise in defining the framework for SaaS deployments and developing complete solutions from website and market development to pricing and infrastructure. www.simbl.ca

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.
(905)780-6200
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 iSIGN's licensing agreement with SIMBL?

The agreement gives iSIGN exclusive rights to the PHACT technology, enhancing its service offerings in proximity marketing and public safety.

How much of iSIGN's shares will SIMBL own after the acquisition?

SIMBL will own 9.93% of iSIGN's shares as a result of the transaction.

What are the expected applications of the PHACT technology?

PHACT is designed for use in monitoring public spaces for crowd behavior and enhancing safety during events like the COVID pandemic.

When will iSIGN demonstrate the new HALO units?

iSIGN plans to deliver HALO units to a US-based reseller for customer approval early next week.

What are the financial implications of the agreement for iSIGN?

There is a potential dilution of shares and ongoing fees that may impact profitability.