Sofame Technologies Announces that it has engaged Notre-Dame Capital in connection with a proposed $1.5 Million Private Placement of Convertible Debentures


    MONTREAL, April 3 /CNW Telbec/ - Sofame Technologies Inc. (SDW: TSX-V) is
pleased to announce that is has engaged Notre-Dame Capital Inc. to act as its
agent in connection with a private placement of 10% unsecured convertible
debentures for minimum gross proceeds of $1,000,000 and maximum gross proceeds
of $1,500,000 to the company.
    The debentures will be offered in tranches of $50,000 and will bear
interest at a rate of 10% per annum, payable quarterly in arrears, and
maturing three years from the date of issuance. The principal amount of each
debenture will be convertible into common shares of Sofame at the option of
the holder. The conversion price will be $0.10 per share for the first two
years from the date of issuance, and thereafter at a price per share of $0.11
until maturity. Each $50,000 tranche will be accompanied by 250,000 common
share purchase warrants entitling the holder thereof to acquire one additional
common share of Sofame at a price per share of $0.15 for a period of   
twenty-four months from the closing of the private placement.
    The convertible debentures will be offered by Notre-Dame Capital Inc. to
subscribers qualifying as "accredited investors" or otherwise on a
prospectus-exempt basis in those jurisdictions where the private placement may
be offered for sale by Notre-Dame Capital Inc.
    In connection with the private placement, Notre-Dame Capital Inc. will
receive a fee equal to 10% of the gross proceeds raised under the offering. In
addition, Sofame will issue a non-transferable compensation warrant to  
Notre-Dame Capital Inc., entitling it to purchase that number of common shares
of Sofame equal to 10% of the number of common shares issuable assuming
conversion of the debentures sold in the private placement. The compensation
warrant will be exercisable at a price of $0.10 per common share for a period
of two years after the closing of the private placement.
    The gross proceeds from the placement of the convertible debentures will
be used for working capital, marketing, and other corporate purposes.
Subsequent to the financing, Richard T. Groome will join Sofame's board of
    "We are extremely excited to be involved with a world leader in direct
contact heating solutions. The company's patented technology is economical and
drastically reduces green house gas emissions, which is in line with the Kyoto
Protocol as well as our values here at NDC", stated Richard Groome, Managing
partner of Notre-Dame Capital Inc. "Furthermore, Sofame operates in a unique
niche market as it produces one of the only direct contact water systems used
to heat buildings. These factors coupled with the company's past track record
of over 500 installations across 3 countries add substantial depth to the
business' value proposition", added Mr. Groome.
    Rami Shehabi, President and CEO of Sofame Technologies commented, "We are
pleased to collaborate with a company like Notre-Dame Capital Inc. This  
long-term partnership has come at a time when Sofame has secured major
contracts and is entering a stage of significant expansion. Mr. Groome and the
Notre-Dame Capital team will provide solid financial guidance and a strong
professional network that will leverage our current operations and help us
achieve exponential growth in both domestic and foreign markets. Some of our
recent contracts totaling over $1,500,000 include customers such as the
University of British Colombia and Falconbridge. We expect this new capital
will allow us to further develop our sales channels and generate increasing
shareholder value for the foreseeable future."
    In addition to the above-mentioned proposed private placement, Notre-Dame
Capital Inc. and its affiliates have purchased 900,000 common shares of Sofame
from the directors of the company at a price of $0.07 per share.
    The placement of the convertible debentures is subject to approval by the
Board of Directors of Sofame, regulatory approval, including that of the TSX
Venture Exchange, and the signing of an agency agreement between Sofame and
Notre-Dame Capital Inc.
    The securities issued in connection with the private placement will be
subject to a four-month hold period under the policies of the TSX Venture
Exchange and applicable securities legislation.


    Sofame Technologies Inc, ( a corporation located in
Montreal, offers direct-contact water heating technology to commercial,
institutional and industrial markets, allowing customers to realize energy
savings and significantly reduce greenhouse gas emissions. Sofame retains
exclusive production and distribution rights on patented direct contact heat
exchange systems, which were developed in close cooperation with partners such
as the natural Gas Technologies Center, Gas Metro, Gaz de France and Keyspan
Energy of New York. Sofame is listed on the TSX Venture Exchange stock market
under the symbol SDW and its financial statements are filed on the SEDAR web
site (


    Commercial Inquiries

    Rami Shehabi
    President and CEO

    Investor Relations

    Rami Shehabi
    President & CEO

    The TSX Venture Exchange does not accept responsibility for the adequacy
    or accuracy of this release.

For further information:

For further information: Commercial Inquiries: Rami Shehabi, President
and CEO, Sofame Technologies Inc., (514)-523-6545

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