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 announces that the Ontario Securities Commission (the “OSC”) has issued a Cease Trade Order ("CTO") on September 1, 2023. The Company has not filed its:
- annual audited financial stated for the year ended April 30, 2023,
- management’s discussion and analysis for the year ended April 30, 2023,
- certification of annual filings for the year ended April 30, 2023,
all as required by National Instrument 51-102, Continuous Disclosure Obligations and National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings.
The Company is working diligently and expeditiously with its auditors and expects to file the documents as soon as possible. However, there is no assurance that the Company will be able to remedy its filing default and have the CTO lifted in a timely manner or at all.
The CTO prohibits the trading by any person of any securities of the Company in each jurisdiction in which the Company is a reporting issuer, including trades in the Company’s common shares, for as long as the CTO remains in effect. However, the CTO provides an exception for beneficial shareholders of the Company who are not insiders or control persons of the Company as of September 1, 2023 and who sell securities of the Company acquired before September 1, 2023, provided that the following criteria are met: (i) the sale is made through a “foreign organized regulated market,” as defined in section 1.1 of the Universal Market integrity Rule of the Canadian Investment Regulatory Organization; and (ii) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.
Additionally, the Company and debt holders, subject to the approval of TSX Venture Exchange, have agreed on an amendment to three convertible debentures totaling $2,345,831.16 originally entered into on February 14, 2022, that would extend their due date from February 14, 2024 to February 14, 2027. Pursuant to the terms of the amendment, the conversion rate for the additional three-year period would be $0.10 in each of the additional three years.
The three debt holders are companies that are either controlled or are wholly owned by iSIGN’s majority shareholder and control person Josip (Joe) Kozar.
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 these amendments 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.
The Company confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this press release.
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. www.isignmedia.com
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.
© 2023 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.
ON BEHALF OF THE BOARD OF DIRECTORS:
iSIGN Media Solutions Inc.
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.
iSIGN Media Solutions Inc.