MONTREAL, Dec. 15, 2015 /CNW Telbec/ - (TSXV: SDW):
Sofame Technologies Inc. is disclosing developments in accordance
with Policy 12-203 - Cease Trade Orders for Continuous Disclosure
Defaults. On March 30, 2015,
the TSX Venture Exchange suspended securities trading as a result
of a CTO issued by Québec's AMF.
On October 9, 2015, Sofame
announced a settlement agreement with TCA Global Fund regarding a
secured loan in the amount of US$600,000. TCA agreed to halt enforcement
its corporate and personal guarantees. In order to
honor the settlement agreement, Sofame accepted funding on
December 9, 2015, from a new lender,
who has paid the initial installment of US$150,000, and two monthly installments of
$10,000. TCA has waived further
interest, and the new lender has guaranteed 43 additional monthly
payments. Conditional to the new funding, Sofame's key executives,
John Gocek and Luc Mandeville, have assumed identical roles in
the holding company which offered Sofame refinancing. The
funding arrangement was vetted by the Board of Sofame Technologies,
and received final approval from the TSX Venture Exchange.
The new lender has also agreed to negotiate with Sofame's Bridge
Loan investors, through their Toronto representative BNY Trust, the planned
purchase over time of all outstanding principal totaling
US$ 225,000, which is secured in
first rank by all assets of the Company. The new lender plans to
offer to merge with Sofame in a share-for-share exchange, which
would be tabled prior to the next Annual General and Special
Meeting of the shareholders, tentatively scheduled for March 17, 2016.
As a condition to acquiring Sofame through a reverse takeover,
the expected offer will stipulate that C$
1,825,000 of unsecured liabilities must be converted into
Sofame common shares. TSXV limits the pricing of debt
conversions to $0.05 cents.
Conversion would result in a fifteen percent dilution of current
shareholders. 146 unsecured creditors hold an average
creditor debt of $12,500.
Quarterly filings ending June 30,
2014, reported net value Sofame's assets as C$173,626.
As a result of these developments, the TSX Venture exchange has
granted an extension for filing of Sofame's audited annual
financial statements, MD&A and officer certifications for the
years ended September 30, 2014 and
2015, to February 29, 2016.
Sofame is in discussions with its auditors, Brunet, Roy, Dubé, to
complete the audit of 2014 and 2015 by that date.
Sofame continues to operate as a going concern. In
addition to delivering its Percotherm® direct contact condensing
economizer to the CHUM super hospital in Montreal, the start-up of three industrial
heat recovery systems are continuing at a dairy plant, hospital and
pharmaceutical manufacturer.
According to John Gocek,
President & CEO of Sofame, "Sofame's Canadian industrial energy
efficiency technologies save money while addressing global warming
and climate change. Multiple proposals are at an advanced
stage of negotiation in China and
Poland, where customers are paying
three to five times more than North Americans for natural
gas. Sofame is definitely moving outside Canada to pursue commercial
success."
Directors, officers and insiders are prohibited from trading in
securities of the company for as long as the annual financial
statements, MD&A and related certifications are not
filed. Free trading in the Corporation's securities will be
restored to all persons after the audit is completed, and only if
reinstatement is accepted by TSXV and AMF by February 29, 2016.
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.
SOURCE Sofame Technologies Inc.