Icefloe Technologies Inc.
TSX VENTURE : ICY

Icefloe Technologies Inc.

January 25, 2007 16:53 ET

icefloe Technologies Inc.: Payment of Interest on 10% Senior Secured Convertible Debentures

MISSISSAUGA, ONTARIO--(CCNMatthews - Jan. 25, 2007) - icefloe Technologies Inc. ("icefloe") (TSX VENTURE:ICY) today announced that the company has decided to exercise icefloe's option to pay the first year's interest on the 10% Senior Secured Convertible Debentures issued to certain investors on January 24, 2006 (the "Debenture") in kind by way of an issuance of common shares of icefloe.

Ten percent (10%) interest on the principal amount of the Debenture is due and payable to Debenture holders annually on the anniversary date of the Debenture. The first such anniversary date is January 24, 2007. Pursuant to section 3.1 of the Debenture Terms and Conditions of Conversion (the "Terms"), icefloe may decide at its sole option to provide an interest payment in kind by way of the issuance of common shares during the first year of the Debenture.

Pursuant to the Terms, the conversion price of an issuance of common shares as payment in kind shall be the lower of (i) $0.60 per common share, or (ii) the market price of the common shares (as determined by TSX Venture Exchange policies) on the date that the interest becomes due and payable (January 24, 2007); however, in no event shall the conversion price on the common shares provided in lieu of interest payments be less than $0.40 per common share. As the market price of the common shares (as determined by TSX Venture Exchange policies) on January 24, 2007 was in fact $0.075, the conversion price for the afore-mentioned payment in kind will be set at $0.40 per common share.

The issuance of common shares in lieu of interest requires the approval of the TSX Venture Exchange and icefloe has applied for such approval. Icefloe expects that the TSX Venture Exchange will require the common shares to be legended (and therefore not be freely tradeable) for four months from the date of issue.

Five related parties and insiders of icefloe will receive shares in lieu of interest if the TSX Venture Exchange approves this transaction. The Board of Directors approved these related transactions unanimously and are relying on the valuation and minority approval exemptions found in sections 5.5(2) and 5.7(2) of Ontario Securities Commission Rule 61-501 (fair market value of the transaction is less than 25% of market capitalization). YMG Private Wealth Opportunities Fund ("YMG") will receive 75,000 shares and will then (to the best of icefloe's knowledge) beneficially own, directly or indirectly, or exercise control or direction over 958,800 common shares of icefloe or approximately 12.3% of the then outstanding common shares of icefloe. Mr. Whit Tucker will receive 12,500 shares and will then beneficially own, directly or indirectly, or exercise control or direction over 306,500 common shares of icefloe or approximately 3.93% of the then outstanding common shares of icefloe. Mr. David Elliott will receive 6,250 shares and will then beneficially own, directly or indirectly, or exercise control or direction over 6,250 common shares of icefloe or approximately 0.08% of the then outstanding common shares of icefloe. Mr. Wayne Newson will receive 18,750 shares and will then beneficially own, directly or indirectly, or exercise control or direction over 211,298 common shares of icefloe or approximately 2.71% of the then outstanding common shares of icefloe. Mr. J. Robert Furse will receive 6,250 shares and will then beneficially own, directly or indirectly, or exercise control or direction over 291,718 common shares of icefloe or approximately 3.74% of the then outstanding common shares of icefloe.

ABOUT ICEFLOE TECHNOLOGIES INC

Founded in March 2001, icefloe is a Canadian- based company dedicated to the development and commercialization of its proprietary chilling technology which brings flash chilling capability in a portable form and enables the beverage industry to serve ice cold draft beer without excessive foam loss, anytime and anywhere. Since April 2001, icefloe has focused its efforts on securing patents for its platform technologies, while developing, field-testing, manufacturing and marketing commercial products using its unique technologies. Its wholly owned subsidiary, Draught Guys Inc., provides installation, sales and service for both traditional draft systems and icefloe's proprietary products in the Ontario market. icefloe commenced trading on Tier 2 of the TSX Venture Exchange on April 14, 2004 under the symbol "ICY".

For more information about icefloe, please visit the company website at www.icefloe.com.

Certain information included in this press release is forward-looking and may involve risks and uncertainties. The results or events predicted in these statements may differ materially from actual results or events. Factors that might cause a difference include, but are not limited to, competitive developments, risks associated with Icefloe's growth, the development of the beverage market, regulatory risks, intellectual property infringement and other factors. Unless otherwise required by applicable securities laws, icefloe disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about potential factors that could affect icefloe's financial and business results is included in public documents icefloe files from time to time with Canadian securities regulatory authorities.

No Securities Commission or other regulatory authority having jurisdiction over icefloe has approved or disapproved of the information contained herein.

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

Contact Information

  • icefloe Technologies Inc.
    Wayne Newson
    President and CEO
    (905) 712-7777
    (905) 712-2826 (FAX)
    Email: wnewson@icefloe.com
    or
    icefloe Technologies Inc.
    David Elliott
    Executive Vice President and CFO
    (905) 712-7777
    (905) 712-2826 (FAX)
    Email: delliott@icefloe.com
    Website: www.icefloe.com