Abode Mortgage Holdings Corp.

Abode Mortgage Holdings Corp.

May 09, 2008 09:37 ET

Abode Mortgage Holdings Corp. Updates on the Non-Brokered Private Placement of Convertible Unsecured Notes

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 9, 2008) - Abode Mortgage Holdings Corp. (TSX VENTURE:ABD) today issued a correction to its previously issued news release dated February 12, 2008, in which it was reported that the holders of $700,000 of convertible debentures that matured on February 4th, 2008 have purchased new two-year unsecured convertible notes under the private placement announced by Abode on January 14, 2008. In fact, the holders of such $700,000 of convertible debentures, as well as other investors who have put forward subscription agreements to invest a further $875,000, have only agreed to participate in the private placement, which has not closed. Abode is holding the $1,575,000 that such investors have committed as an interest-bearing loan pending closing of the private placement. Abode is also filing restated financial statements and the MD&A today to correct this disclosure.

Abode is now proceeding to seek TSX Venture Exchange acceptance to the private placement. Under the terms of the non-brokered private placement, Abode is seeking to issue up to $3,500,000 of 2 year unsecured convertible notes, which will bear interest at a rate of 10% per annum. The unsecured notes will be convertible to common shares of Abode at the election of the holder at a price of $0.15 per share. After the first year, the unsecured notes will be subject to acceleration by Abode in the event that the closing trading price of the common shares of Abode on the TSX Venture Exchange is $0.40 per share or higher over a period of 20 consecutive trading days. The Company expects that the unsecured convertible notes will be subject to a four-month hold period.

Net proceeds of the financing will be used to fund Abode's working capital requirements and for general corporate purposes.

Abode has agreed to pay a cash finder's fee equal to 5% of the gross proceeds realized from subscriptions brought in by certain finders.

Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the obtaining of TSX Venture Exchange acceptance of the private placement, that the notes will be subject to a four-month hold period, and the use of proceeds. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements, and as such undue reliance should not be placed on forward-looking information. Such factors include, among others, the acceptability of the private placement to the TSX Venture Exchange, the financial needs of Abode on an ongoing basis, the existence of relevant exemptions from registration and prospectus requirements which may not give rise to a hold period, and the timing and amount of Abode's expenditures.

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

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