ISIS Lab Corporation
TSX VENTURE : LAB

November 14, 2013 16:53 ET

ISIS Lab Corporation: Issuance of Early Warning Report Pursuant to National Instrument 62-103

TORONTO, ONTARIO--(Marketwired - Nov. 14, 2013) - ISIS Lab Corporation (the "Company") (TSX VENTURE:LAB). This press release is being disseminated as required by National Instrument 62‐103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the "Early Warning Report") regarding the acquisition of securities of the Company.

In connection with the Company's Qualifying Transaction (the "Qualifying Transaction") and concurrent offering of units (the "Offering"), previously announced on November 12, 2013, Tito Gandhi, Vice-Chairman of the Company, of 56 McKee Drive North, Caledon East, Ontario, became a control person of the Company. Mr. Gandhi acquired 500,000 common shares of the Company previously held by certain Insiders of Wedona Capital Inc. for aggregate consideration of $37,500 and exchanged 6,458,249 common shares of the private target company for 6,458,249 common shares of the Company for aggregate holdings of 6,985,249 common shares, being 28.02% of the total number of securities exchanged pursuant to the Qualifying Transaction. Immediately following closing of the Qualifying Transaction and the Offering, Mr. Gandhi, together with any joint actors, has ownership or shared control over 6,985,249 common shares, being 13.02% of all of the issued and outstanding common shares of the Company. 431,701 of such common shares are held through 221802 Ontario Inc., a company of which Mr. Gandhi is a 20% shareholder.

Mr. Gandhi completed the acquisition for investment purposes and may purchase additional securities of the Company on the open market, by private agreement or otherwise, subject to availability, market conditions, applicable laws and other relevant factors.

6,026,548 of the Common Shares issued to Mr. Gandhi are held in escrow pursuant to a TSX Venture Exchange Form 5D Value Escrow Agreement, pursuant to which the securities shall be released as to 10% immediately following the issuance of the Final Exchange Bulletin issued in connection with the Qualifying Transaction, 15% six months following the initial release and 15% every six months thereafter.

500,000 of the Common Shares issued to Mr. Gandhi are held in escrow pursuant to a TSX Venture Exchange Form 2F CPC Escrow Agreement, pursuant to which the securities shall be released as to 25% immediately following the issuance of the Final Exchange Bulletin issued in connection with the Qualifying Transaction, 25% six months following the initial release and 25% every six months thereafter.

All 6,985,249 Common Shares held by Mr. Gandhi together with any joint actors are subject to a 12 month hold period.
Mr. Gandhi intends to file a report describing the acquisition with applicable regulators, a copy of which shall be promptly sent to anyone who requests it from the Chief Executive Officer of the Company.

ABOUT ISIS

ISIS Lab Inc. is the developer and provider of an award winning social gaming software platform. 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. ISIS was the winner of The 2013 Most Innovative Startup Company of the year, at the 2013 GIGSE Conference in San Francisco California. For more information please visit www.isislab.com.

Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and neither of the foregoing entities accepts responsibility for the adequacy or accuracy of this release or has in any way approved or disapproved of the contents of this press release.

Contact Information