SAN FRANCISCO, March 30, 2005 (PRIMEZONE) -- Tribeworks, Inc. (OTCBB:TRBW) today announces a plan of reorganization intended to allow the company to maintain its public reporting requirements, reduce its debt, and explore new business directions. After further development, the plan is expected to be submitted to shareholders for a vote later this year.
The restructuring plan includes the transfer of most assets (including iShell intellectual property and the Tribeworks and iShell trademarks) and most liabilities to Tribeworks Development Corporation (TDC), a wholly owned subsidiary of Tribeworks, Inc., such that current operating business units would operate entirely in a separate, private company. Further, the Company has engaged an independent company to provide a valuation of the TDC subsidiary, which will be used as the basis for a possible sale of the subsidiary to current management or others.
The Company also announces that it has issued a $100,000 Promissory Note to help cover reorganization costs, and that Mr. Duncan Kennedy has resigned as the Company's Director, President and CEO, and Mr. Patrick Soquet has resigned as the Company's Director. Mr. Kennedy will continue to manage the operations of the Company's TDC subsidiary as an independent contractor during the transition period.
In addition, the Company announces the appointment of Mr. J. Glenn Pogue as interim CEO and Chairman of the Board. Mr. Pogue will oversee the reorganization and help raise additional venture capital as needed. Mr. Pogue has experience working for public companies in numerous investor relations capacities and is currently Vice President of Indico Technologies LTD (TSX-V:IND).
Copies of the material agreements associated with this reorganization will be made available via the Company's 8-K filing. For more information please contact Mr. Glenn Pogue at (415) 674-5531.
Certain statements made in this press release are forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that include risks and uncertainties concerning the actuality of the reorganization, as well as Tribeworks' future strategic and operational plans. Actual results may differ from those set forth in this press release due to certain risks and uncertainties, including the ability to obtain a favorable vote of the shareholders for the sale of TDC, achieve market acceptance of any new business plan, the risks inherent in acquiring and integrating a new corporate strategy, unanticipated expenditures and changing economic environments. Among other things, economic trends and changes in the capital markets may have an adverse effect on the success of the proposed reorganization. These and other risks are detailed from time to time in reports filed with the SEC, including Tribeworks' quarterly reports on Form 10-QSB and its annual report Form 10-KSB. The consummation of the reorganization is subject to certain closing conditions and may not be consummated on the terms proposed or at all.