ForceLogix Technologies Inc.
TSX VENTURE : FLT

January 14, 2011 18:21 ET

ForceLogix Technologies Inc. Updates the Status of the Proposed Sale of ForceLogix, Inc. to Callidus Software Inc.

LIBERTYVILLE, ILLINOIS--(Marketwire - Jan. 14, 2011) - ForceLogix Technologies Inc. (TSX VENTURE:FLT) (the "Company") wishes to update its December 23, 2010 news release and provide additional information on the proposed sale of the Company's wholly owned operating subsidiary, ForceLogix, Inc. (the "US Subsidiary").

The sale of the US Subsidiary is considered under corporate law to be the sale of all or substantially all of the undertaking of the Company and requires a special resolution ( 2/3 majority of votes cast) of the holders of the Company's common shares ("Shareholders"). The Asset Purchase Agreement also contains other covenants and conditions that also require approval of the Shareholders. As such, the Company has set a date for a special meeting of its Shareholders for February 18, 2011 at which the Shareholders will be asked to consider and, if appropriate, approve: a) a special resolution to sell all or substantially all of the undertaking of the Company (the "Asset Sale"); b) approve an ordinary resolution by disinterested shareholders the termination of the Management and Operations Agreement dated November 18, 2010 between JP Funding, LLC ("JPF") and ForceLogix Inc. and the payment of the termination fee thereunder (the "Management Agreement"); and c) the change of the name of the Company back to Courtland Capital Corp., or such other name as may be approved by the Board or any regulatory authority having jurisdiction.

JPF is a company controlled by John Prinz, a director and shareholder of the Company. Mr. Prinz is excluded from voting on the resolution to approve the termination of the Management Agreement and the payment of the $1,125,000 termination fee. JPF is a secured creditor of the US Subsidiary.

In anticipation of the Shareholder meeting, the Company has prepared an information circular which sets out the particulars of the Asset Sale and the related transactions. The notice of the meeting, information circular and proxy is expected to be mailed to Shareholders on or about January 21, 2011.

The Asset Sale is a significant disposition under TSX Venture Exchange Policies and as such requires regulatory approval. The Company must also obtain regulatory approval for a shares for debt transaction to settle certain unsecured debts owed by the Company and the US Subsidiary at a price of $0.05 per common share. The Company is also seeking regulatory approval to change the name of the Company. The Company is expecting to file the necessary applications and supporting documentation with the Exchange next week. Upon obtaining conditional approval for the Asset Sale and related transactions the Company will proceed with the mailing of the proxy materials.

The Company is also requesting that its listing be transferred to NEX following completion of the Asset Sale and related transaction. Providing the Company is in compliance with all applicable securities rules and policies it is expected that the Company's common shares will trade on the NEX. Assuming that the requisite shareholder approval is obtained, then after paying the secured creditors, including the termination fee to JPF, and certain unsecured creditors of the Company, the Company intends to use a the balance of the purchase price proceeds from the Asset Sale to maintain its regulatory compliance while on NEX and to source and acquire another business with a view to reactivating the Company.

It is expected that the common shares of the Company will resume trading on the TSX Venture Exchange subsequent to the issuance of this news release.

"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