iSIGN Media Announces the Close of its Previously Announced Convertible Promissory Note and Shares for Debt Agreement

TORONTO, July 16, 2018 /CNW/ - iSIGN Media Solutions Inc. ("iSIGN" or "Company") (TSX-V: ISD) (OTC: ISDSF), a leading provider of interactive mobile messaging solutions for commercial and security purposes announces that it has received final approval from the necessary regulatory agency to close both the previously announced secured convertible promissory note (the "Note") and the shares for debt arrangement ("Arrangement").

The Note is held by Korona Group Ltd. ("Korona"), wholly owned by Josip Kozar, who 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"), of iSIGN, being the Company's Chief Executive Officer and holding approximately 12.0% of the issued and outstanding common shares of the Company.  As such, the issuance of this Note is a "related party transaction" for the Company.  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 principal amount can, at the option of the Note holder, be converted into units of the Company (the "Units") at a price equal to $0.08 per Unit.  Each Unit shall be comprised of one common share of the Company (a "Unit Share") and one common share purchase warrant (a "Warrant").  Each Warrant shall be exercisable to acquire one common share of the Company (a "Warrant Share") for a period of two years following the date of issuance of the Warrant at an exercise price of $0.12 per Warrant Share.  The Unit Shares and Warrants (and, if applicable, the Warrant Shares) will be subject to a minimum hold period of 4 months from the date of issue of the Note.

The Note will have a term of one year and will accrue interest at a rate of 10% per annum, payable upon maturity.

The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from those registration requirements.  This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Company has completed the Arrangement issuing 6,860,420 common shares ("Shares") at a deemed price of $0.10 per share.  These shares are subject to a four-month hold period, ending November 13, 2018.

The total amount of indebtedness settled by this Arrangement is $686,042.  The Company agreed to satisfy this outstanding indebtedness with shares to perverse its cash for operational expenses.

The pricing for the Note and the Arrangement was set above market price based on the various projects that are underway with the Company and its resellers.  The pricing reflects the expectations of both the Company's and the various Parties that the Company is moving towards the completion of contracts and related revenues.

About iSIGN Media

iSIGN, a Canadian company based in Toronto, 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.  Partners include: IBM, Keyser Retail Solutions, Baylor University, Verizon Wireless, TELUS and AOpen America Inc.  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.

© 2018 iSIGN Media Solutions Inc. All Rights Reserved. All other trademarks and trade names are the property of their respective owners.

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 or accuracy of this release.

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SOURCE iSIGN Media Solutions Inc.

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