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October 2019


Izon Announces Assembled Syndicate for Brokered Private Placement Led by Gravitas Securities Inc.


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Scottsdale, Arizona–(Newsfile Corp. – October 10, 2019) – IZON Network, Inc. (OTC Pink: IZNN), also known as IZON Digital Media Network (the “Company” or “IZON“), is pleased to announce today that Gravitas Securities Inc. (“Gravitas“), a boutique Canadian investment bank, has assembled, as book runner, a syndicate for the Company’s private placement of convertible debentures (the “Debentures“) for gross proceeds of up to C$7 million (the “Financing“). The syndicate group (the “Syndicate“) consists of Eight Capital, Mackie Research Capital and Gravitas.

The Debentures have a maturity date of 24 months from the closing date of the Financing (the “Closing Date“) and bear interest at a rate of 10% per annum, calculated and paid annually in arrears either as cash or accrued as part of the Debentures, at the Company’s election. The Debentures are convertible into common shares (the “Shares“) of the Company, subject to regulatory approval, at either of the following conversion prices: (a) the offering price of the Shares to be issued under an initial public offering (“IPO“) of the Company, less a 30% discount or (b) the quotient of the Company’s valuation cap, of C$31,150,000, divided by all of the issued and outstanding securities on the Closing Date, at such conversion price as permitted by the applicable stock exchange.

The Debentures are subject to a bonus provision (the “Bonus Provision“), pursuant to which the principal amount of each Debenture will increase if the Company does not complete an IPO within 12 months of the Closing Date (the “Target Date“). Pursuant to the Bonus Provision, the principal amount of each of the Debentures will be increased by (i) an amount equal to 5% as of the Target Date; and (ii) an additional 1% as of each month after the Target Date subject to maximum increase of 10%.

The Company has agreed to pay the Syndicate a cash commission of 6% of the gross proceeds of the Financing. In addition, the Company will issue on the Closing Date to the Syndicate compensation warrants entitling the Syndicate to Shares equal to 6% of the aggregate principal amount of Debentures sold under the Financing, for a period of 36 months following the Closing Date.

The gross proceeds of the Financing will be used to further the Company’s growth strategy and working capital and will provide valuable acquisition and expansion capital. The proceeds will be used to expand the “owned & operated” proprietary screen network on the Company’s growing roster of golf courses and drive growth in additional verticals, including transportation and acquisitions, and to provide general working capital.

All securities issued under the Financing will be subject to hold periods prescribed by applicable Canadian and United States securities laws.

“We officially began marketing the IZON Digital Media Network opportunity over the past few weeks now that we have assembled our hand-picked syndicate. With Eight Capital and Mackie Research joining the syndicate and after introducing IZON to influencers in Vancouver, Toronto and Montreal, we are confident in the success of this Financing,” said Robert Carbonaro, CEO and Head of Investment Banking, Gravitas Securities. “The level of disruption that IZON brings to the digital out-of-home market will make this a very strong technology company to follow.”

“We are very pleased that Gravitas has assembled this syndicate and are now well positioned to finalize the Financing. New golf course candidates continue to be added to our request-for-install list as well ad- integration partners are now signing new publishing agreements. Additional, promising acquisition opportunities have come forward that could further bolster our proprietary network as we continue to expand,” said Tim Ummel, CEO of IZON.

About IZON Digital Media Network

IZON Digital Media Network is a proprietary media and entertainment platform for premium and niche marketplaces which targets premium captive digital out-of-home audiences. IZON focuses its efforts within the digital out-of-home vertical where an expanding premium user base already exists for the longest dwell times and can be engaged utilizing its digital media network including golf and premium transportation.

IZON’s first solution has been created as a digital content, fleet management and GPS platform for golf. With a rich feature set for the golfer that includes IZON Side Games, tournaments by Golf Genius and a proprietary Companion App to allow walkers the same in cart experience. At the same time IZON provides golf course operators with an entire fleet management, agronomic and operational suite of services to manage their course operations. In addition, IZON has created a unique premium outdoor advertising network as well with its proprietary Ad server, IZON REACH. Recently IZON announced its newest vertical of focus called IZON Ride. IZON Ride will provide solutions for consumers inside of premium fleets of rideshare cars, luxury buses and existing black town car & SUV service vehicles.

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Tim Ummel CEO IZON /

IZON, IZON Golf and IZON Network are trademarks of IZON Network, Inc. All other company and product names may be trademarks of the respective companies with which they are associated.

Cautionary Note Regarding Forward-Looking Statements:

The securities which will be offered by Gravitas have not been and will not be registered under the Securities Act and may not be offered or sold in the United States (or to a U.S. person). Nothing in this Press Release should be construed as an offer to sell, or a solicitation of an offer to buy, any security.

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including information concerning the Financing and the anticipated closing of the Financing, IZON’s growth strategy and IZON’s anticipated use of proceeds, are forward-looking statements and contain forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by IZON and the opinions and estimates of management as of the date of this news release, including timely completion of the Financing; the ability for IZON to successfully implement its growth strategy; and that all necessary approvals in respect of the Financing will be obtained in a timely manner. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of IZON to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, risks regarding the ability for IZON to successfully implement its growth strategy; domestic and global economic and business conditions; the state of the capital markets; and other factors, many of which are beyond the control of IZON. Although management of IZON has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. IZON does not undertake to update any forward-looking statement, forward-looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws.

More information about the potential factors that could affect the business and financial results is and will be included in IZON Network, Inc.’s filings with OTC Markets Group, the Securities and Exchange Commission and on SEDAR.

Not for distribution to United States newswire services or for dissemination in the United States.

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