MONTREAL, Feb. 10, 2016 /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's auditors, Brunet, Roy, Dubé, do not have the resources
immediately required to complete the audit of 2014 and 2015
financial statements by February 29,
2016, the date agreed with the TSX Venture exchange for late
filing. The audit committee of the Board has therefore asked
MNP LLP to assume the audit mandate, and Brunet Roy Dubé has
accepted to resign as Sofame's auditors. Details are available on
sedar.
As announced on December
15th, a new lender will begin discussions with
Sofame's Bridge Loan investors, through their Toronto representative BNY Trust, concerning
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. 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, and Sofame's
second secured creditor, TCA Global Fund. 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. The date when that meeting will
take place will be in April, now that the audit is under
way.
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.
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, start-up of three industrial heat
recovery systems at a dairy plant, hospital and pharmaceutical
manufacturer are nearly complete.
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.