iSIGN Media Announces Shareholder Approval for Control
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 security alert solutions is pleased to announce that the approval of disinterested shareholders holding more than 50% of the outstanding shares of the company has been received in favor of Mr. Joe Kozar as the controlling person of the company. The company is now moving forward with its business plan in 2022 and beyond, which includes updating and delivering its core solutions and negotiations to incorporate certain technologies dealing with contact tracing, home health care, personal and public virus detection and mobile phone monitoring. verification technologies.
This approval having been given by its shareholders, the Company announces that it has filed the necessary documents with the TSX Venture Exchange (“Exchange”) relating to the previously announced two-year convertible debentures (the “New Debentures”). These new debentures, accepted by some of its creditors, will transfer $3,611,138 of current liabilities, consisting of an existing debt agreement, both principal and interest, plus an agreed penalty provision of 10% of $361,114 in long-term liabilities.
Under 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 a 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
In addition, as previously announced, the Company has filed the required documents with the TSX-V for the conversion of the debt of $730,447 of the new debt debenture with the aforementioned creditor into 14,608,936 common shares, at the price of $0.05.
Upon closing of these two transactions, Mr. Kozar will hold new debentures in the principal amount of $2,669,945, convertible into 63,153,395 common shares, of which 14,608,936 common shares will be issued immediately. He will also hold, directly and indirectly, 48,544,459 warrants. Currently, Mr. Kozar holds, directly and indirectly, 35,458,088 common shares of the Company, representing 19.5% of the shares currently outstanding. If Mr. Kozar fully converts his New Debentures, he would own, directly and indirectly, 98,641,483 common shares representing 38.8% of the outstanding shares of the Company. If he also exercised his warrants, he would receive an additional 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 certainty of repayment on a significant portion of the Company’s indebtedness. It also allows iSIGN, subject to formalizing an agreement with the party owning the additional technology, to proceed with the introduction of the new technology to its customers and potential donors.
Both of these transactions, the New Debentures and the Debt Shares, are subject to Exchange approval. The Company will issue the Debt Share Transaction Shares, which are subject to a four-month hold period once stock exchange approval is received.
Mr. Kozar is a related party of the Company as that term is defined in National Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“NI 61-101”). The transactions contemplated in the agreement are exempt from the formal review and majority approval of NI 61-101 minority shareholders pursuant to the exemptions set forth in Sections 5.5(g) and 5.7(1)(e) of the NI 61-101. .
About iSIGN Media
iSIGN, a Canadian company based in Toronto (Richmond Hill), Ontario, is a data-driven Software as a Service (SaaS) company that is a leader in the fields of security alert messaging based tracking and proximity marketing using Bluetooth® and Wi-Fi connectivity in complete privacy. Creators of the Smart product suite, a patented interactive proximity marketing technology, iSIGN enables message delivery to nearby mobile devices, with real-time reporting and analytics on a variety of metrics. 2019 winner of the Richmond Hill Innovator of the Year Award. Partners include IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless and Mtrex Network Solutions. www.isignmedia.com
This press release may include certain forward-looking statements based on current expectations, which involve risks and uncertainties associated with iSIGN Media’s business and the environment in which the company operates. All statements contained herein that are not statements of historical fact should be deemed to be forward-looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”. to”, “intend” and similar expressions insofar as they relate to the Company or its management. 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 undertakes no obligation to update any 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.
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