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ISIS Lab Corporation Closes Brokered Debenture Private Placement and Shares for Debt Transaction(August 08, 2014)
TORONTO, ON--(Marketwired - August 08, 2014) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
ISIS Lab Corporation (TSX VENTURE: LAB)(FRANKFURT: ISX) (FRANKFURT WKN: A1XB97) (the "Company" or "ISIS") is pleased to announce that, further to its press release of July 21, 2014, it closed on August 7, 2014 a brokered private placement (the "Private Placement") of Series 2014-B 12% unsecured debentures denominated at $1,000 (the "Debentures") by issuing 861 Debentures for total gross proceeds of $861,000. The Debentures are unsecured obligations of the Company, with a term of 13 months maturing on September 7, 2015, and 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.Subscribers of the Debentures also received 195 bonus common shares (the "Bonus Shares") per Debenture with a total of 167,895 Bonus Shares issued at a deemed price of $0.41 per Bonus Share.
Mackie Research Capital Corporation (the "Agent") acted as the agent for the Private Placement.The Agent received a cash commission of $51,660 being 6% of the aggregate principal amount of Debentures issued pursuant to the Private Placement and 51,660 non-transferable warrants (the "Broker Warrants"), with each Broker Warrant entitling the Agent to purchase one common share of the Company at $0.41 per share for a period of 24 months.
All securities issued pursuant to the Private Placement are subject to a four month and one day hold period expiring December 8, 2014.The Company intends to use the net proceeds from the Private Placement to pursue strategic acquisitions and for general working capital purposes. The Private Placement is subject to the final approval of the TSX Venture Exchange (the "TSXV").
The Company also announces that, subject to final TSXV approval, on August 7, 2014 it completed the shares for debt transaction previously announced on July 21, 2014 by issuing 315,000 common shares to the Agent 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 issued to the Agent in the share for debt transaction are subject to a four month and one day hold period expiring December 8, 2014.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the"1933 Act"), or any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act), except pursuant to an exemption from the registration requirements of those laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the 1933 Act).
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 ISISFriendswill 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, the expected use of proceeds of the Private Placement; 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 final TSXV approval for the Private Placement or the shares for debt transaction;, 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.
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