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 $450,000.
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Under the terms of the Offering the Company will issue up to 9 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.
One of the participants in this placement, Bruce Reilly, is deemed to be a “related party”, as such term is defined in Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), being the Company’s Chief Financial Officer and Director and currently holding approximately 1.5% of the Company’s issued and outstanding common shares of the Company.
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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.
The Company will issue these shares, which are subject to a four month hold period once approval has been received from the Exchange. The proceeds of the Placement will be for operational purposes.
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