TORONTO, ON--(Marketwired - July 21, 2014) - ISIS Lab Corporation (TSX VENTURE: LAB) (FRANKFURT: ISX) (Frankfurt WKN: A1XB97) (the "Company" or "ISIS") wishes to report on a proposed private placement and a proposed share for debt transaction.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Isis is pleased to announce it has entered into an engagement letter (the "Engagement Letter") with Mackie Research Capital Corporation (the "Agent"), as sole lead agent and sole book runner, to conduct a private placement (the "Private Placement"), on a "commercially reasonable efforts" basis, of up to $2,000,000 principal amount of unsecured debentures of the Company (the "Debentures"). The Debentures will be unsecured obligations of the Company, with a term of 13 months and will bear interest at the rate of 12% per annum. The Debentures may be prepaid by the Company at any time without penalty, provided that a minimum of four months' interest will be payable by the Company. Bonus shares will be issued to Debenture holders in an amount equal to 8% percent of the principal amount of the Debentures issued at a deemed price of $0.41 for up to 390,243 bonus shares in aggregate (or approximately 195 bonus shares per $1,000 Debenture).
Pursuant to the Engagement Letter, the Agent will be entitled to receive compensation in an amount equal to 6% of the Debentures raised (up to $120,000) payable in cash, and the Agent will also receive 60 non-transferable warrants (the "Broker Warrants") for every $1,000 Debenture issued, for up to 120,000 Broker Warrants. Each Broker Warrant will entitle the Agent to purchase one common share at $0.41 per share for a period of 24 months. In addition, the Agent shall be entitled to reimbursement for reasonable expenses of or incidental to, the Private Placement including the legal fees of Agents' counsel, disbursements and other expenses.
Completion of the Private Placement is subject to a number of conditions, including the completion of due diligence by the Agent, the negotiation and execution of definitive documentation and receipt of the approval of the TSX Venture Exchange (the "TSXV") to list the bonus shares and the common shares underlying the Broker Warrants on the TSXV. Subject to the satisfaction or waiver of the conditions, the Private Placement is expected to close on or about July 25, 2014.
All securities issued pursuant to the Private Placement will be subject to a four month and one day hold period in accordance with applicable securities laws. The net proceeds from the Private Placement will be used to pursue strategic acquisitions and for general working capital purposes.
Shares for Debt
Recognizing the need to preserve the Company's cash and reduce its liabilities, Isis today also announces that subject to TSXV approval, it has entered into a shares for debt agreement with the Agent pursuant to which the Company will issue 315,000 common shares at a deemed price of $0.41 to settle a termination fee in the amount of $129,150 payable by the Company to terminate a certain right of first refusal previously granted by the Company to the Agent.
The shares for debt transaction and issuance of the common shares will not result in the creation of a new Control Person (as such term is defined in the TSXV Corporate Finance Manual), will be subject to a four month and one day hold period in accordance with applicable securities laws and will be subject to the approval of the TSXV.
About ISIS Lab Corporation
ISIS was the winner of The 2013 Most Innovative Start-up Company of the year at the GIGSE Conference in San Francisco, California, and is the developer and provider of an award winning social gaming software platform. With experienced social gaming leadership and development teams, ISIS looks to leverage the anticipated growth in regulated, real-money, online gaming through the application of the social graph and the gamblification of social games. The ISIS platform was developed for both social gaming and monetized gaming for clients operating within regulated markets. For ISIS clients operating within fully regulated markets the company offers a turnkey solution including a full commerce application and back office suite.
The Company's flagship product ISISFriends® will be the first true social network built and regulated for the online gaming market providing audiences within regulated markets with a product differentiator from a social interaction perspective and is on track to have the largest portfolio of games available for social online gaming. ISISFriends® cutting-edge technology is designed to be future ready, scalable, modular, with the capability to expand integrations without limitation, and is capable to support third-party game integrations, cashier support, customer support, social networking, and backend operator support.
Neither 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 adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information:
Certain statements in this press release constitute "forward looking" statements which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. When used in this press release, such statements may use such words as "may", "will", "expect", "believe", "plan" and other similar terminology. These statements include, but are not limited to, that Isis will complete the Private Placement, the expected terms of the Private Placement and the Debentures; the expected compensation for the Agent; the expected closing date of the Private Placement; that Isis will complete the shares for debt transaction; the expected terms of the shares for debt transaction; and that ISIS Friends® will be the first true social network built and regulated for the online gaming market, that ISIS Friends® is on track to have the largest portfolio of games available for social online gaming, and that the regulated, real-money online gaming market is anticipated to grow. These statements reflect management's current expectations regarding future events and operating performance and speak only as of the date of this press release. The forward looking statements involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, failure to obtain TSXV approval for the Private Placement or the shares for debt transaction; failure to satisfy other conditions for the Private Placement or the shares for debt transaction; event occurring which entitle the Agent to terminate the Private Placement, delays with the launch of ISIS Friends® and the acceptance of the product in the target market, competition in the industry and markets in which the Company operates, the Company's stage of development, long term capital requirements and future ability to fund operations, regulatory requirements, general economic, market or business conditions and future developments in the sectors of the economy in which the business of ISIS operates. The foregoing list of factors is not exhaustive. Please see the Company's prospectus dated October 23, 2013 and other documents available on www.sedar.com, for a more detailed description of the risk factors. The Company undertakes no obligation to update publicly or revise any forward looking information, whether a result of new information, future results or otherwise, except as required by law.