MONTREAL, Oct. 9, 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.
Sofame intends to file audited annual financial statements,
MD&A and officer certifications for the year ended September 30, 2014, by November 30, 2015. Sofame is in discussions
with its auditors, Brunet, Roy, Dubé, to complete their audit
within an extension granted by the TSXV. Sofame will file
quarterly financial reports for the quarters ending December 31, 2014, March
31, 2015 and June 30, 2015, by
November 30, 2015 after the auditor's
work is completed.
On October 1, 2015, Sofame entered
a settlement agreement with TCA Global Fund regarding a debt to TCA
in the amount of US$600,000.
This debt is secured by a mortgage bond in second rank charging all
assets. Under the Agreement, Sofame must make a payment to
TCA of $150,000 by October 15, 2015, and $450,000 in monthly installments of $10,000 over 45 months commencing October 30, 2015. TCA has agreed to waive
further interest and fees if the payment schedule is respected.
In order to pay TCA, Sofame signed a Funding Agreement with a
new lender who has agreed to guarantee the monthly payments, as
well as to provide funding in the amount up to $600,000, to ensure that TCA does not enforce its
corporate and personal guarantees. The new lender has also agreed
to purchase the outstanding notes representing the principal of
Sofame's secured Bridge Loan totaling US$
225,000, over a period of time being negotiated with the
investors, through their Toronto
representative, BNY Trust.
The new lender may offer to merge 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
December 2015. Conditional to the new funding now in place,
Sofame's key executives, John Gocek
and Luc Mandeville, have assumed
identical roles in the holding company which offered Sofame
refinancing. The funding arrangement has been vetted by the
Board of Sofame Technologies, and is subject to final approval by
the TSX Venture Exchange.
After restructuring of secured debts is complete, Sofame will
offer to convert unsecured liabilities totaling C$1,825,000 into 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.
Sofame continues to operate as a going concern, and in August
delivered its Percotherm® direct contact condensing economizer to
the CHUM super hospital in Montreal. Pumps and heat exchangers
skids in production are scheduled for delivery in November.
Sofame is also completing the start-up of three industrial heat
recovery systems in Montreal,
which are at a dairy plant, hospital and pharmaceutical
manufacturer.
According to John Gocek,
President & CEO of Sofame, "The restructuring of Sofame's
secured debts is great news for all stakeholders. Sofame's
proven energy efficiency technologies are still recognized as
world-leading. We recently travelled to China and Eastern
Europe at the request of new customers, who are paying three
to five times more than North Americans for their natural
gas. We have concluded that Sofame's future success lies
beyond Canada's
borders."
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 November 30, 2015.
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.