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TXS Texada Software Inc.

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Share Name Share Symbol Market Type
Texada Software Inc. TSXV:TXS TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Texada Software Inc. Announces Completion of $500,000 Convertible Debenture Financing and Updates Status of Shares for Debt Tran

08/01/2008 12:59am

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES OF AMERICA


Texada Software Inc. (TSX VENTURE:TXS) ("Texada" or the "Company"). Texada
announced today that, further to its press release of December 19, 2007, it has
completed its previously announced non-brokered private placement (the
"Offering") of units of the Company (the "Units") for aggregate gross proceeds
of $500,000. Each Unit consists of $1,000 principal amount 10% senior secured
convertible debentures (the "Debentures") and 10,000 warrants (the "Warrants").
The Debentures will mature on November 30, 2009 (the "Maturity Date") and are
convertible at the holder's option into common shares (the "Common Shares") of
Texada at any time prior to the Maturity Date at a conversion price of $0.05 per
Common Share. Conversion may be forced in certain circumstances. Each Warrant
entitles the holder to acquire one Common Share at any time up to the Maturity
Date at an exercise price of $0.10 per Common Share.


In addition, the Company announced today that, further to its press release of
December 19, 2007, it has reached agreement with holders of previously issued
$985,000 principal amount secured convertible debentures to issue 22,943,812
Common Shares in full settlement of the principal and interest owing to such
debentureholders (the "Shares for Debt Transaction") on January 31, 2008, being
the maturity date thereof (the "Prior Debenture Maturity Date"). Completion of
the Shares for Debt Transaction is subject to, among other things, the
completion of the Offering as well as the receipt of all required regulatory
approvals.


The proceeds of the Offering will be used for working capital and the continued
execution of the Company's sales and marketing plan. The Debentures and Warrants
comprising the Units, and the Common Shares issued pursuant to the Shares for
Debt Transaction, will be subject to a hold period of four months and one day
from the date of issuance thereof under applicable securities laws and TSX
Venture Exchange (the "Exchange") rules, as will any securities issued on
conversion or exercise of the Debentures and Warrants, respectively (if
converted or exercised prior to the expiry of such hold period). The Offering
and Shares for Debt Transaction are each subject to receipt of final Exchange
approvals.


Pursuant to the Offering, 1610488 Ontario Ltd. ("1610488"), a company controlled
by Iqbal Kassam, a director of the Company, announced that it has acquired 190
Units. After giving effect to this acquisition, 1610488 and Mr. Kassam directly
or beneficially hold an aggregate of: (i) $352,000 principal amount secured
convertible debentures, representing 22.00% of the outstanding convertible
debentures of the Company including $162,000 principal amount convertible
debentures which 1610488 has irrevocably agreed to convert into 3,773,501 Common
Shares on the Prior Debenture Maturity Date in connection with the Shares for
Debt Transaction; (ii) 9,611,136 Common Shares representing 14.85% of the issued
and outstanding Common Shares; and (iii) 3,685,750 Common Share purchase
warrants (including 1,900,000 Warrants representing 38% of the Warrants issued
pursuant to the Offering) representing 13.80% of all outstanding share purchase
warrants of the Company (including the Warrants). If all share purchase warrants
held by 1610488 and Mr. Kassam were to be fully exercised and all convertible
debentures held by 1610488 were to be fully converted (assuming no other share
purchase warrants, convertible debentures or other convertible securities of the
Company were exercised or converted, as the case may be) 1610488 Mr. Kassam
would beneficially own approximately 27.51% of the Company's Common Shares on a
partially diluted basis.


1610488 and Mr. Kassam have acquired the securities of the Company for
investment purposes. 1610488 and Mr. Kassam have no present intention of
acquiring other securities of the Company, other than the Common Shares to be
issued to 1610488 on the Prior Debenture Maturity Date, or disposing of any of
the securities of the Company they currently hold. For further information
regarding 1610488's acquisition of securities of the Company or to obtain a copy
of the early warning report in respect of this transaction, please contact John
Kirincic at (604) 654-2555. A copy of the early warning report will also be
available under the Company's profile on SEDAR at www.sedar.com.


In addition, Cidel Trust Company Ltd., as trustee of the Lamb Family Trust
("Cidel"), announced that it has acquired 100 Units. After giving effect to this
acquisition, Cidel directly or beneficially holds an aggregate of: (i) $335,000
principal amount secured convertible debentures, representing 20.94% of the
outstanding convertible debentures of the Company including $235,000 principal
amount convertible debentures which mature on January 31, 2008 (the "Prior
Debenture Maturity Date") and which Cidel has irrevocably agreed to convert into
5,473,906 Common Shares on the Prior Debenture Maturity Date in connection with
the Shares for Debt Transaction; (ii) 7,183,601 Common Shares representing
11.10% of the issued and outstanding Common Shares; and (iii) 4,957,500 Common
Share purchase warrants (including 1,000,000 Warrants representing 20% of the
Warrants issued pursuant to the Offering) and 18.56% of all outstanding share
purchase warrants of the Company (including the Warrants). If all share purchase
warrants held by Cidel were to be fully exercised and all convertible debentures
held by Cidel were to be fully converted (assuming no other share purchase
warrants, convertible debentures or other convertible securities of the Company
were exercised or converted, as the case may be) Cidel would beneficially own
approximately 25.42% of the Company's Common Shares on a partially diluted
basis.


Cidel has acquired the securities of the Company for investment purposes. Cidel
has no present intention of acquiring other securities of the Company, other
than the Common Shares to be issued to Cidel on the Prior Debenture Maturity
Date, or disposing of any of the securities of the Company it currently holds.
For further information regarding Cidel's acquisition of securities of the
Company or to obtain a copy of the early warning report in respect of this
transaction, please contact Cindy Radu at (403) 697-6962. A copy of the early
warning report will also be available under the Company's profile on SEDAR at
www.sedar.com.


Abe Schwartz ("Schwartz") announced that he has acquired 190 Units. After giving
effect to this acquisition, Schwartz directly or beneficially holds an aggregate
of: (i) $190,000 principal amount secured convertible debentures, representing
11.88% of the outstanding convertible debentures of the Company; (ii) 5,000,000
Common Shares representing 7.72% of the issued and outstanding Common Shares;
and (ii) 4,400,000 Common Share purchase warrants, representing 38% of the
Warrants issued pursuant to the Offering and 16.47% of all outstanding share
purchase warrants of the Company (including the Warrants). If all share purchase
warrants held by Schwartz were to be fully exercised and all convertible
debentures held by Schwartz were to be fully converted (assuming no other share
purchase warrants, convertible debentures or other convertible securities of the
Company were exercised or converted, as the case may be) Schwartz would
beneficially own approximately 18.10% of the Company's Common Shares on a
partially diluted basis.


Schwartz has acquired the securities of the Company for investment purposes.
Schwartz has no present intention of acquiring other securities of the Company
or disposing of any of the securities of the Company he currently holds. For
further information regarding Schwartz' acquisition of securities of the Company
or to obtain a copy of the early warning report in respect of this transaction,
please contact Abe Schwartz at (416) 221-9544 Ext. 1111. A copy of the early
warning report will also be available under the Company's profile on SEDAR at
www.sedar.com.


About Texada Software

Texada Software Inc. is the premier provider of SYSTEMATIC enterprise software
solutions for mobile equipment and rental management. Texada's solutions are
fully flexible and scalable to meet the unique needs of any sized operation and
are backed by proven implementation, services and support.


Texada's market-driven software products combine knowledge and best practices
from over 400 customers worldwide, resulting in solutions that manage the
complete asset life-cycle from acquisition through to disposal. Our customers
enjoy the benefits of enhanced efficiency through better asset utilization,
effective location tracking, and optimized scheduling.


Texada can be reached at 1-800-361-1233, or on the internet at
www.texadasoftware.com. For product and services information visit
www.systematic.com.


This news release may contain forward-looking statements which reflect the
Company's current expectations regarding future events. The forward-looking
statements are often, but not always, identified by the use of words such as
"seek", "anticipate", "plan, "estimate", "expect", "intend" and statements that
an event or result "may", "will", "should", "could" or "might" occur or be
achieved and other similar expressions. These forward-looking statements involve
risk and uncertainties, including the difficulty in predicting acceptance of and
demands for new products, the impact of the products and pricing strategies of
competitors, delays in developing and launching new products, fluctuations in
operating results and other risks, any of which could cause results,
performance, or achievements to differ materially from the results discussed or
implied in the forward-looking statements. Many risks are inherent in the
industry; others are more specific to the Company. Investors should consult
Texada's ongoing quarterly filings for additional information on risks and
uncertainties relating to these forward-looking statements. Investors should not
place undue reliance on any forward-looking statements. Management assumes no
obligation to update or alter any forward-looking statements whether as a result
of new information, further events or otherwise.


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