Secured Lender Accepts Sofame's Plan to Restructure Liabilities

MONTREAL, Dec. 15, 2015 /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.

On October 9, 2015, Sofame announced a settlement agreement with TCA Global Fund regarding a secured loan in the amount of US$600,000.  TCA agreed to halt enforcement its corporate and personal guarantees.   In order to honor the settlement agreement, Sofame accepted funding on December 9, 2015, from a new lender, who has paid the initial installment of US$150,000, and two monthly installments of $10,000. TCA has waived further interest, and the new lender has guaranteed 43 additional monthly payments. 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.

The new lender has also agreed to negotiate with Sofame's Bridge Loan investors, through their Toronto representative BNY Trust, 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. 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, tentatively scheduled for March 17, 2016. 

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.

As a result of these developments, the TSX Venture exchange has granted an extension for filing of Sofame's audited annual financial statements, MD&A and officer certifications for the years ended September 30, 2014 and 2015, to February 29, 2016.  Sofame is in discussions with its auditors, Brunet, Roy, Dubé, to complete the audit of 2014 and 2015 by that date. 

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, the start-up of three industrial heat recovery systems are continuing at a dairy plant, hospital and pharmaceutical manufacturer. 

According to John Gocek, President & CEO of Sofame, "Sofame's Canadian industrial energy efficiency technologies save money while addressing global warming and climate change.  Multiple proposals are at an advanced stage of negotiation in China and Poland, where customers are paying three to five times more than North Americans for natural gas.  Sofame is definitely moving outside Canada to pursue commercial success." 

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.  Free trading in the Corporation's securities will be restored to all persons after the audit is completed, and only if reinstatement is accepted by TSXV and AMF by February 29, 2016. 

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.

John Gocek, President & CEO, [phone] x200; Stone Communication Services, Jason Stone, [phone], [email protected]