ForceLogix Technologies Inc.

February 25, 2011 17:58 ET

ForceLogix Technologies Inc. Announces Completion of Sale of ForceLogix, Inc. to Callidus Software Inc.

LIBERTYVILLE, ILLINOIS--(Marketwire - Feb. 25, 2011) - ForceLogix Technologies Inc. (TSX VENTURE:FLT) (the "Company") is pleased to announce that it has completed the sale of the Company's wholly owned operating subsidiary, ForceLogix, Inc. (the "US Subsidiary") pursuant to an Asset Purchase Agreement dated December 23, 2010 between the Company, JP Funding, LLC and Callidus Software Inc. (the "Asset Sale").

The Company held a special meeting of its shareholders on February 25, 2011 to approve, among other things, the sale of all or substantially all of the undertaking of the Company. Shareholders have approved a special resolution (â…” majority of votes cast) authorizing the Asset Sale.

Disinterested shareholders also approved an ordinary resolution authorizing the termination of the Management and Operations Agreement dated November 18, 2010 between JP Funding, LLC ("JPF") and ForceLogix Inc. including the payment of the $1,125,000 USD termination fee payable to JPF. JPF is a company controlled by John Prinz, a director and shareholder of the Company. Mr. Prinz was excluded from voting on the resolution to approve the termination of the Management Agreement and the payment of the termination fee. Subject to payment of the termination fee JPF is a secured creditor of the US Subsidiary.

Disinterested shareholders also approved an ordinary resolution authorizing a shares for debt settlement of $1,678,055 of unsecured debt owed by the Company and the U.S Subsidiary through the issuance of 33,561,100 common shares of the Company at a deemed price of $0.05 per share. The common shares issuable under the shares for debt settlement are subject to a four month resale restriction in accordance with National Instrument 45-102 Resale of Securities. Messrs. Patrick Stakenas and Stephen Potts, directors and former officers of the Company, were excluded from voting on this resolution as they will be receiving common shares under the shares for debt settlement.

Shareholders also approved a special resolution authorizing the change of the name of the Company to Courtland Capital Inc. The name change was required by Callidus as a condition of the Asset Purchase Agreement. A new trading symbol is expected to be announced in the forthcoming bulletin of TSX Venture Exchange (the "Exchange").

As a result of the shareholder approvals, all the closing conditions of the Asset Sale were satisfied and the transaction was completed. The Company has received from Callidus the initial payment of the purchase price of $3,000,000 USD. From these sale proceeds the Company has paid out the termination fee to JPF, all secured creditors and certain unsecured creditors as a condition of closing. The balance of the purchase price, being $750,000, is subject to a holdback by Callidus for a 6 months period. Callidus is entitled to rely on the holdback in the event it is required to be indemnified by the Company under the provisions of the Asset Purchase Agreement. The holdback, subject to any indemnity, will be released to the Company within 6 months of today's date.

Effective today, Patrick Stakenas and Stephen Potts have resigned as directors of the Company and the directors of the Company are now Richard Grass, Gene Maher and John Prinz. Richard Grass will be the President and Chief Financial Officer and Gene Maher will be the Chief Executive Officer.

As the Asset Sale and related transactions were subject to the approval of the Exchange the Company will be filing the required post meeting documentation with Exchange to satisfy the conditional approval granted by the Exchange. It is anticipated that the Exchange will issue a bulletin announcing the completion of the transaction in due course.

As a result of the sale of the US Subsidiary, the Company will no longer meet the listing requirements of either Tier 1 or Tier 2 of the TSX Venture Exchange. The Company has applied to have its listing transferred to NEX. As the Company is in compliance with all applicable securities rules and policies it is expected that the Company will move to the NEX in due course. Once listed on the NEX, the Company intends to use a the balance of the purchase price proceeds from the Asset Sale to maintain its regulatory compliance and to source and acquire another business with a view to reactivating the Company.

"This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."

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.

Contact Information

  • ForceLogix Technologies Inc.
    Nick Blair
    847 327 0306