Abode Mortgage Holdings Corp.
TSX VENTURE : ABD

Abode Mortgage Holdings Corp.

December 21, 2009 19:20 ET

Abode Mortgage Holdings Corp.: Notice of Default; Pursuant to National Policy 12-203

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 21, 2009) - Abode Mortgage Holdings Corp. (TSX VENTURE:ABD) (the "Company") is filing this Notice of Default pursuant to National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults ("12-203") in respect of the Company's anticipated inability to file its annual audited financial statements for the year ended August 31, 2009 (the "Annual Financial Statements") by the deadline of December 29, 2009 as required by National Instrument 51-102 Continuous Disclosure Obligations. In connection with the Company's anticipated inability to file the Annual Financial Statements on time, the Company has applied to applicable Canadian securities regulators requesting that a management cease trade order (which restricts trading in the Company's securities by the Company's insiders) be issued as opposed to an issuer cease trade order (which restricts all trading in the Company's securities).

The Company anticipates that it will be unable to file the Annual Financial Statements on time due to the cumulative effect of the following factors:

  1. On November 30, 2009 the Company's auditors were in the process of completing the audit of the Company's Annual Financial Statements for the year ending August 31, 2009.
  2. On that date the bankers for the Company's wholly-owned subsidiary, Abode Mortgage Corporation (AMC), withdrew AMC's warehouse line and AMC ceased operations casting doubt on whether the Company was a going concern.
  3. A proposed purchaser has come forward and signed a non-binding letter of intent for the purchase of AMC, the effect of which would be to provide the Company with new capital to investigate and pursue new opportunities and establish the Company as a going concern.
  4. Upon the transaction proceeding, the audit would be finalized immediately and the Annual Financial Statements would be filed forthwith thereafter upon approval by the Audit Committee.

The Company anticipates that the duration of its default in filing its Annual Financial Statements will be less than 45 days.

There is no assurance that the Company's application to applicable Canadian securities regulators will be accepted. If the securities regulators do not accept the Company's application for a management cease trade order, they may impose an issuer cease trade order against the Company.

In addition, pursuant to 12-203, applicable Canadian securities regulators may impose an issuer cease trade order against the Company if the Annual Financial Statements are not filed by March 1, 2010, being the date that is two months following the date of the filing deadline for the Annual Financial Statements. Also, an issuer cease trade order may be imposed sooner if the Company fails to file Default Status Reports on time in accordance with 12-203.

The Company intends to satisfy the provisions of 12-203 by filing a bi-weekly Default Status Report containing the information prescribed by 12-203, as long as the Company remains in default of the financial statement filing requirement.

The Company is not currently subject to any insolvency proceedings. If the Company provides any information to any of its creditors during the period in which it is in default of filing the Annual Financial Statements, the Company confirms that it will also file material change reports on SEDAR containing such information.

Abode Mortgage Holdings Corp.

Mike Linehan, Chief Executive Officer

This press release includes "forward-looking statements" including forecasts, estimates, expectations and objectives that subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. These risks include, but are not limited to, market conditions and regulatory changes. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement, except as required by applicable law.

Neither the 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.

Contact Information

  • Abode Mortgage Holdings Corp.
    Mike Linehan
    Chief Executive Officer
    604 | 642 | 2633
    604 | 222 | 2402 (FAX)
    www.abodecorp.com