MONTREAL, Oct. 16 /CNW Telbec/ - Eloda Corporation (the "Corporation") (TSX-V: ELA) announces the sale of 100% of its assets to a limited partnership to be named "Société en commandite Eloda" (the "Partnership") as provided in the Partnership's offer to purchase the Corporation's assets dated September 24, 2009 and accepted by the Corporation on October 1, 2009, and ratified by the Superior Court of Québec on October 7, 2009.
The asset purchase agreement entered into between the Corporation and the Partnership provides that all of the Corporation's assets are purchased for a total cash consideration of $1,000,000. The Corporation will use this amount to repay the promissory notes held by the Partnership (for a total of $730,000).
The Superior Court of Québec granted, when it approved the Offer, an exemption from the formal valuation and shareholder approval requirements of Regulation 61-101 respecting Protection of Minority Securityholders in Special Transactions, as permitted under section 65.13 of the Bankruptcy and Insolvency Act (the "BIA").
The Corporation intends, with the $270,000 net proceeds of the sale of its assets, to make a proposal to its other creditors under the BIA in approximately three weeks.
Concurrently with the sale of the Corporation's assets:
- The Corporation itself will cease all operations and therefore
expects to be delisted from the TSX Venture Exchange shortly.
- The Corporation will change its name to become a numbered corporation
as soon as possible.
- All employees of the Corporation are transferred to the purchaser.
The business of the Corporation, being to provide innovative,
effective and user-friendly measurement and validation tools for the
advertising industry, will now be pursued by the Purchaser under the
name "Société en commandite Eloda".
- Mr. François Rainville resigned as president of the Corporation.
The Corporation also announces that it has issued a new promissory note of $30,000, for a total of $730,000, in respect of the loan agreement of up to $800,000 announced on June 26, 2009. The promissory notes bear interest at the annual rate of 12% and shall become due and payable upon demand by the holder. The promissory notes are not convertible into securities of the Corporation. The holder of the notes is the Partnership.
The loan agreement constitutes a related party transaction for the purposes of Regulation 61-101 respecting Protection of Minority Securityholders in Special Transactions, as disclosed in the Corporation's press release dated June 26, 2009.
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 ELODA CORPORATION
For further information: For further information: L. Derek Lindsay, VP and CFO of the Corporation, (514) 842-1513, Fax: (514) 842-4588, firstname.lastname@example.org