GeoSentric Oyj - Company Announcement

FUNDING UPDATE – APPROVAL FOR EXECUTION OF SIGNED HEADS OF TERMS NOT RECEIVED BY SHAREHOLDER – COMPANY WILL SEEK IMMEDIATE ORDERLY DISPOSAL OF THE COMPANY’S ASSETS.

GEOSENTRIC OYJ      STOCK EXCHANGE RELEASE April 03, 2012 at 09.40 pm





FUNDING UPDATE - APPROVAL FOR EXECUTION OF SIGNED HEADS OF TERMS NOT RECEIVED
BY SHAREHOLDER - COMPANY WILL SEEK IMMEDIATE ORDERLY DISPOSAL OF THE COMPANY'S
ASSETS. 



As previously announced, the Company did not raise the full targeted amount in
its directed rights offering last year and, as a result, the Company has been
continuing to explore all options available to it to ensure that it has
sufficient liquidity to secure its operations through 2012 and beyond. The
Company's current cash resources were only sufficient to finance the business
into Q1 2012 and any alternative funding options should therefore be concluded
as soon as possible. 



To address this issue the Company has proposed issuing a secured
interest-bearing loan note and has been in contact with its known major
shareholders to seek their interest in such an instrument and to request their
feedback on any alternative terms or instruments that may be more acceptable or
attractive to them. On March, 6, 2012, the Company reported that, although it
had not received any definitive investment commitments, it had received a
non-binding proposal from an independent advisory business representing a
number of investors for a funding of up to €250,000. On March 9, 2012, the
Company reported that it was been engaged in active discussions on this
proposal to answer a number of questions that were raised and to secure
acceptable terms for this proposed investment. On March 16, 2012, the Company
reported that it had submitted a counter proposal to the independent advisory
business seeking to address their requirements while securing the best possible
terms for the Company.  And, on March 26, the Company reported that it had
received a response to its counter proposal, and was continuing active
discussions to secure the funding under the best possible terms, and that the
Company was aiming to finalise a definitive investment agreement in the next
few days.  On March 30, the Company announced that it had completed the
discussions and had received a signed proposal from the independent advisory
business for a funding of €350,000. It also announced that the proposal
required certain pre-conditions be satisfied before the funding could be
received by the Company and that this included certain terms that must be
agreed to by one of the Company's largest shareholders. The Company also stated
that it was actively working on satisfying these pre-conditions. 



The Company now reports that it has not been able to obtain a crucial
pre-condition from one of its largest Shareholders and therefore the Company
cannot complete the signed proposal for the funding.  As previously announced
and confirmed directly with the major shareholders, in the absence of securing
any viable alternatives, the Board is now left with no choice other than to
invite the shareholders' meeting to decide on the placing of the company into
liquidation. The Company will release the invitation to the shareholders'
meeting without delay. 



Meanwhile the Board continues to retain and pursue, where appropriate, all
realistic strategic options open to it in order to raise the necessary funding
including asset sales and other possible sources of external finance. 





GEOSENTRIC OYJ



Board of Directors



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NASDAQ OMX Helsinki

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