03:02:58 EDT Fri 26 Apr 2024
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Sofame changes auditor to MNP

2016-02-10 11:16 ET - News Release

Mr. John Gocek reports

SOFAME CHANGES AUDITORS

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 cease trade order issued by Quebec's Autorite des marches financiers.

Sofame's auditor, Brunet Roy Dube, does not have the resources immediately required to complete the audit of 2014 and 2015 financial statements by Feb. 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 Dube has accepted to resign as Sofame's auditor. Details are available on SEDAR.

As announced on Dec. 15, 2015, a new lender will begin discussions with Sofame's bridge loan investors, through its Toronto representative BNY Trust, concerning the planned purchase over time of all outstanding principal totalling $225,000 (U.S.), which is secured in first rank by all assets of the company. Conditional to the new financing, Sofame's key executives, John Gocek and Luc Mandeville, have assumed identical roles in the holding company that offered Sofame refinancing. The financing arrangement was vetted by the board of Sofame Technologies and received final approval from the TSX-V 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 $1,825,000 of unsecured liabilities must be converted into Sofame common shares. The TSX-V limits the pricing of debt conversions to five cents. Conversion would result in a 15-per-cent dilution of current shareholders. One hundred forty-six unsecured creditors hold an average creditor debt of $12,500. Quarterly filings ending June 30, 2014, reported net value Sofame's assets as $173,626.

Sofame continues to operate as a going concern. In addition to delivering its Percotherm direct contact condensing economizer to the CHUM (Centre hospitalier de l'Universite de Montreal) superhospital in Montreal, start-up of three industrial heat recovery systems at a dairy plant, hospital and pharmaceutical manufacturer are nearly complete.

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