iMarketing Solutions Group Inc. Executes Agreement
Toronto, Ontario – October 16, 2013 – iMarketing Solutions Group Inc. (CNSX: IMR) (the“Company”),
is pleased to announce that it has entered into a transaction with a third party for
the purpose of acquiring the majority of the Company’s assets. The transaction is intended to
see the business and operations of the Company continue. The Company intends to seek
approval of the transaction from the Ontario Superior Court of Justice (Commercial List)
(“Ontario Court”) by late October 2013 and the United States Bankruptcy Court for the District
of Delaware (the “US Court”) shortly thereafter. The agreement is a result of the Company
carrying out its sale and investment process approved by the Ontario Court on May 7, 2013.
The Company is a North American integrated marketing services provider of direct marketing
solutions for not-for-profit organizations, political organizations and professional associations.
On April 12, 2013, the Company was granted protection by the Ontario Court under the
Companies’ Creditors Arrangement Act (Canada) and Duff & Phelps Canada Restructuring Inc.
was appointed monitor (the “Monitor”). On the same day, the US Court made an interim Order
recognizing the CCAA proceedings in the United States and granting the Company certain
protections as contemplated by chapter 15 of title 11 of the United States Code.
The principal purpose of the restructuring proceedings was to create a stabilized environment
in order to carry out a process to solicit investors, strategic partners, plan sponsors or
purchasers for the Company’s business and assets to preserve its going-concern value and to
execute a restructuring plan that was in the best interests of its customers, creditors, employees
and other stakeholders.
On May 7, 2013, the Court made an Order extending the stay of proceedings to August 2, 2013
and approving a sale and investment process to be carried out by Illumina Partners Inc., as the
Company’s Chief Restructuring Officer, under the supervision of, and with the assistance of, the Monitor.
On May 13, 2013, the Ontario Securities Commission, iMSG’s principal securities regulator,
issued a general cease trade order due to the Company’s failure to file its audited annual
financial statements and related management discussion and analysis, as well as related
certifications by the Chief Executive Officer and the Chief Financial Officer with respect to the
Reporting Issuer’s annual filings required by National Instrument 52-109 Certification of
Disclosure in Issuers’ Annual and Interim Filings for the period ended December 31, 2012 due
April 30, 2013. This general cease trade order remains in effect.
The stay in the CCAA proceedings presently expires on October 25, 2013. The Company
intends to seek a further extension of the stay of proceedings.