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.
For further information: John Gocek, President & CEO, (514) 523-6545 x200; Stone Communication Services, Jason Stone, (416) 867-2533, email@example.com