Open EC Technologies, Inc.
TSX VENTURE : OCE

Open EC Technologies, Inc.

October 03, 2005 20:20 ET

Open EC Settles $1.2 Million in Debts and Signs Software Marketing Agreement

NORTH VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Oct. 3, 2005) - Subject to shareholder and regulatory acceptance, Open EC Technologies, Inc. (the "Company") (TSX VENTURE:OCE) will settle $1.2 million in debts by the issuance of shares at $0.10.

Subject to TSX Venture Exchange (the "Exchange") acceptance, fourteen parties, including two companies controlled by directors, have agreed to settle debts totaling $1,227,728 by taking common shares. Shareholder approval of the transaction will be sought at the Company's Annual General and Special Meeting on November 4, 2005. Included in the settlement are 6,280,420 shares to be issued to Martyn A. Armstrong, President and Director of the Company, and to a holding company controlled by Mr. Armstrong and 2,500,000 shares to be issued to a holding company controlled by John A. Versfelt, CFO and a Director of the Company. Twelve other creditors will take the balance of the issue.

The Company is relying on the exemption from the valuation requirement available to issuers listed on the TSX Venture Exchange (and not on any other exchange) in the case of financial hardship. The Company has obtained an opinion of Gray & Associates, Chartered Accountants that the Company is in serious financial difficulty. The Company's board of directors and the independent director on the board have each unanimously determined that the Company is in serious financial difficulty, that the debt settlement will help the Company improve its financial position and that the terms of the settlement are reasonable in the Company's circumstances.

The Company's near term goals include marketing to its existing customer base, a suite of Electronic Commerce Management and Server Software products developed, maintained and kept current by Mala Ventures Inc. (a company controlled by a director of the Company). Towards this goal, a Software Development and Marketing Agreement was executed September 30, 2005, with Mala. Under terms of this contract, Mala and the Company's wholly owned subsidiary SoftCare EC Solutions Inc. are to share license, support and professional service fees generated by direct or indirect sales.



On Behalf of the Board of Directors

"John A. Versfelt"

John A. Versfelt
Director & CFO


Further information about the Company can be found on SEDAR (www.sedar.com) or see contacts below.

This news release may contain forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. 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.

The Exchange has not in any way passed upon the merits of this news release.

Contact Information

  • Open EC Technologies, Inc.
    Mr. John A. Versfelt
    CFO and Director
    (604) 681-3674 and (604) 983-8083
    (604) 681-0870 and (604)983-8056 (FAX)
    or
    Open EC Technologies, Inc.
    Mr. Martyn A. Armstrong
    President & CEO
    (604) 681-3674 and (604) 983-8083
    (604) 681-0870 and (604)983-8056 (FAX)
    Email: info@softcare.com
    Website: www.softcare.com