Icefloe Technologies Inc.
TSX VENTURE : ICY

Icefloe Technologies Inc.

June 08, 2005 15:13 ET

icefloe Receives Shareholder Approval for Articles of Amendment and Revised Stock Option Plan

MISSISSAUGA, ONTARIO--(CCNMatthews - June 8, 2005) - icefloe Technologies Inc. ("icefloe") (TSX VENTURE:ICY) is pleased to announce it has received the requisite shareholder approval to amend its Articles of Incorporation (the "Articles of Amendment") to create a new class of shares (the "Class A Special Shares") as part of a long term incentive plan for icefloe's President and CEO. Management expects that the Class A Special Shares will allow icefloe to provide a meaningful long-term incentive to its President and CEO without impairing shareholder equity through excessive dilution.

The Articles of Amendment will create Class A Special Shares with the following characteristics:

1) One thousand Class A Special Shares will be created.

2) The Class A Special Shares will have conversion rights at the sole option of the shareholder from the date of issue to the date of redemption, which date of redemption shall be not less than five (5) years from the date of issue.

3) The Class A Special Shares will be convertible into icefloe common shares in accordance with the formula set out in the Articles of Amendment.

4) The Class A Special Shares will not have voting rights other than statutory voting rights pursuant to the Ontario Business Corporations Act.

5) The Class A Special Shares will be entitled to dividends subsequent to any payment of dividends on icefloe common shares.

6) The Class A Special Shares will not be entitled to receive any of the remaining property of icefloe on the liquidation, dissolution or winding-up of icefloe, whether voluntary or involuntary.

7) The Class A Special Shares will be redeemable by icefloe, at the sole option of icefloe, at a price of $1.00 per Class A Special Share on a date five years after the date of issue.

8) The Class A Special Shares will have standard anti-dilution provisions.

The Articles of Amendment also delete the authorized but unissued class of Class A Preference Shares from icefloe's Articles. The Class A Preference shares were adopted when icefloe was a private corporation, but are no longer required now that icefloe is a reporting issuer and a public corporation. The deletion of the Class A Preference Shares from the icefloe's Articles at this time will simplify icefloe's share structure. In conjunction with the deletion of Class A Preference Shares, the Articles of Amendment delete the references to Class A Preference Shares that were set out in the rights of icefloe common shares.

The Articles of Amendment require TSX Venture Exchange and Ontario Ministry of Consumer and Business services final approval, which approvals are being sought at this time.

icefloe shareholders also approved an amended stock option plan (the "New Option Plan"), which increases the number of options available for issuance and thereby provides icefloe with a better ability to attract, motivate and reward its employees, senior officers, directors and consultants. The New Option Plan is substantially similar to icefloe's current option plan except for an increase in the number of options available and some minor technical amendments. The number of icefloe common shares reserved for issuance pursuant to the New Option Plan is 1,449,918, representing approximately twenty percent (20%) of icefloe's issued and outstanding common shares.

The New Option Plan requires TSX Venture Exchange final approval, which approval is being sought at this time. A formal announcement of the implementation of the Articles of Amendment and the New Option Plan will be made at the time of the change.

ABOUT ICEFLOE TECHNOLOGIES INC.

Founded in March 2001, icefloe (TSX Venture Exchange: ICY) 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".

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. No Securities Commission or other regulatory authority having jurisdiction over icefloe has approved or disapproved of the information contained herein.

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.

Contact Information

  • icefloe Technologies Inc.
    Wayne Newson
    President and CEO
    (905) 712-7777
    (905) 712-2826 (FAX)
    wnewson@icefloe.com
    or
    icefloe Technologies Inc.
    5855 Kennedy Road
    Mississauga, ON, L4Z 2G3
    www.icefloe.com