MONTREAL, March 27, 2015 /CNW Telbec/ - (TSXV: SDW): Sofame Technologies Inc. is providing a bi-weekly update on further developments at the company in accordance with Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults. Sofame's auditors, Brunet, Roy, Dubé, have not completed their audit within the 60 day extension granted by the Autorité des marches financiers. Therefore, Sofame will not be able to file its audited annual financial statements, management discussion and analysis ("MD&A") and CEO and CFO certifications for the year ended September 30, 2014 by March 30, 2015. Sofame will file these reports, and the quarterly financial reports for the period ending December 31, 2014, after the auditor's work is completed. The first quarter reports were due on March 1, 2015. The auditor decided to cease working on the reports until a payment is received by Sofame, related to a significant customer order currently in the engineering phase. Management and the Board hold the opinion that the auditor's refusal to complete the audit on time is damaging to shareholders, and has filed a complaint with the Ordre des comptables professionnels agréés du Québec.
In other developments, Sofame is currently completing the start-up of three industrial heat recovery systems in Montreal, which are at a dairy plant, hospital and pharmaceutical manufacturer. Sofame is also in preliminary discussions which may result in an offer to merge later this summer. Pre-conditions to the offer being negotiated are standstill agreements with Sofame's two secured lenders, as well as the conversion of a significant proportion of unsecured liabilities to shares. The TSXV currently limits the pricing of debt conversions to $0.05 cents. If the dollar target is achieved, the conversion being considered would result in a fifteen percent dilution of current shareholders. These negotiations are ongoing, and if successful, will result in an Annual General and Special Meeting of the shareholders being called in July.
According to John Gocek, President & CEO of Sofame, "With the offer of access to substantial financing contingent on rational moves, which are inherently good for the company, we are confident that all stakeholders will approve the plan."
Certain 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. All persons, other than directors, officers or insiders, may trade freely in the Corporation's securities. Since the audit will not be completed within the delay, a general Cease Trade Order will be imposed after Monday, March 30th.
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 protected]