VANCOUVER, Sept. 30, 2013 /CNW/ - Lignol Energy Corporation (TSXV: LEC) ("LEC" or the "Company"), a leading technology company in the advanced biofuels and renewable chemicals sectors, today announced that the Company has agreed to vary the terms and conditions of its existing loan to Territory Biofuels Limited ("TBF") in the amount of A$500,000 (the "Loan") and LEC's recently announced investment (the "Investment") in TBF of up to A$1,000,000.
The Company and TBF have agreed that the Loan and the Investment amounts will be applied to the subscription for secured convertible notes (the "Notes") of TBF, in the aggregate amount of up to A$1,500,000. In accordance with its previous Investment commitment, LEC has provided funding to TBF totaling A$500,000 and is in the process of providing the opportunity to existing TBF investors to subscribe for the remaining A$500,000 worth of Notes. Existing investors of TBF may subscribe for these Notes on the basis of their proportionate entitlement and LEC has agreed to fund any amounts not subscribed by these existing shareholders and to close this transaction no later than November 15, 2013. The closing of this entire transaction is subject to regulatory approval.
Each of the Notes is convertible into ordinary shares of TBF after June 30, 2014 and at any time up to November 15, 2018. The Notes are interest free, due if not converted on December 15, 2018 and are secured by TBF's assets. The terms for the conversion of the Notes into TBF equity depends on a range of criteria related to the development of the Darwin facility amongst other matters, the outcome of which are expected to be known by June 30, 2014.
Upon completion of the Investment, and the conversion of all the Notes, LEC is expected to increase its majority holding up to potentially between 76% and 87% of the issued and outstanding shares of TBF, and up to potentially between 75% and 86% on a fully diluted basis, assuming no other existing investors participate in this investment opportunity.
LEC plans to utilise existing resources to complete the funding for this investment.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
About Territory Biofuels Limited ("TBF")
TBF owns a large scale biorefining facility located in Darwin, Northern Territory which includes a Lurgi-designed biodiesel plant and the largest glycerine refinery in Australia. The facility was commissioned in 2008 at a cost of A$80 million, along with 38 million litres of related tankage, now leased by TBF. The biodiesel plant is the largest in Australia with a rated capacity of 140 million litres per year. The plant was originally built to run on palm oil and food-grade vegetable oil, however the plant was shut down in 2009 due to challenging technical and economic conditions. To take advantage of current market opportunities, TBF is in the process of raising funds to restart the existing facility utilizing a specific grade of palm oil; environmentally certified, Refined Bleached & Deodorized (RBD) palm oil. In 2014, TBF plans to integrate new feedstock pre-treatment technologies and catalysts to process a broader range of feedstocks such as lower quality tallow, used cooking oil and palm sludge oil; a waste product from palm oil mill extraction.
About Lignol Energy Corporation ("LEC")
LEC (TSXV: LEC) is an emerging producer of biofuels, biochemicals and renewable materials from waste biomass. LEC owns 100% of the issued and voting shares of Lignol Innovations Ltd. ("LIL"); a Canadian biorefining company with an integrated pilot plant demonstrating its technology for the production of cellulosic ethanol, high value cellulose and high performance lignin. LEC owns approximately a 54% controlling interest in TBF prior to the transaction described above. LEC also owns approximately 21% of Australian Renewable Fuels Limited (ASX: ARW); currently the largest biodiesel producer in Australia with three plants having a combined 150 million litres per annum capacity. LEC also intends to invest in, or otherwise obtain, equity interests in energy related projects which have synergies with the Company and have the potential to generate near term cash flow.
Caution concerning forward-looking statements:
Certain statements contained in this document may constitute forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include, without limitation, statements or information about LEC's ability to complete the funding of TBF in the above timeframes, the creation of the Notes through the conversion of the Loan and the applicable amount of the Investment, possible conversion of the Notes into equity of TBF, the Company's ability to draw down additional funds in the future from DCF, DCF's ability to provide funding to LEC as provided in the note signed between the two companies, the ability of existing TBF shareholders to participate in the above financing, TBF's ability to finance, restart and profitably operate its 140 million liter per year biodiesel plant and glycerine refinery, TBF's ability to successfully operate the Darwin facility and to generate revenues and cash flow, TBF's ability to obtain US EPA approval, TBF's ability to work with strong commercial partnerships and to become a major regional player in the biodiesel market in the Pacific Rim, TBF's ability to integrate new pretreatment technologies and catalysts to facilitate the processing of a broad range of lower cost feedstocks, the successful outcome of projects undertaken under the Technology Collaboration Agreement between LEC and TBF, LEC's ability to continue as a going concern and to raise additional financing to fund the operations of LEC and LIL and to support the financing requirements of TBF, LEC's ability to invest in, or otherwise obtain, equity interests in energy related projects which have technical and commercial synergies with the Company and which have the potential to generate future dividends and near term cash flow, the development status of LIL's fully integrated pilot scale biorefinery in Burnaby, British Columbia, the planning and development of a commercial plant, LIL's ability to complete project deliverables which are funded in part by government agencies, obtaining strategic partnership investments and government funding for initial commercial projects. Often, but not always, forward looking statements or information can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes" or variations of such words and phrases or words and phrases that state or indicate that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.
Such statements or information reflect LEC's current views with respect to future events and are subject to certain risks, uncertainties and assumptions including, without limitation, our ability to establish the validity of LIL's technology at the fully integrated biorefinery pilot plant scale, LIL's ability to satisfy the conditions of existing government grants and to obtain new additional grants, our ability to continue to finance our operations, to meet current obligations, and to finance and complete the development of a commercial project, LIL's ability to work with Novozymes to produce cellulosic ethanol at production costs competitive with gasoline and corn ethanol, LIL's ability to develop products and to obtain off-take agreements, LIL's ability to obtain requisite regulatory approvals and its ability to enter into agreements with strategic partners on terms acceptable to us, LEC's ability to influence the strategy, operations and financial performance of TBF or of ARW respectively, the reliance on publically available information of ARW in the Company's evaluation of its acquisition of shares in ARW, the potential inability to divest the ARW ordinary shares due to modest trading volumes and the inability to divest the TBF ordinary shares, the cost of any future ARW capital investment, the fluctuation of biodiesel and feedstock prices on ARW and TBF, the effect on ARW and TBF of changes in government policy relating to the environment, and incentives for renewable fuels, the ability of ARW and TBF to generate cash flow and pay dividends, and the ability of ARW and TBF to market their products overseas and to meet relevant regulatory requirements. Many factors could cause LEC's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements or information, including among other things, the technological challenges that remain to be surpassed in obtaining the necessary operating data from LIL's fully integrated biorefinery pilot plant that is required prior to completing the next scale-up of the technology, financial market conditions which will impact our ability to finance our operations and to finance the construction and operation of a commercial plant, the price of gasoline and demand for ethanol, the market pricing and demand for renewable chemicals, risks relating to the protection of LIL's core technology from infringement and those risk factors which are discussed elsewhere in documents that LEC files from time to time with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements or information prove incorrect, actual results may vary materially from those described herein as intended planned, anticipated, believed, estimated or expected. Except as required by law, the Company expressly disclaims any intention or obligation to update or revise any forward looking statements and information whether as a result of new information, future events or otherwise. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
SOURCE: Lignol Energy Corporation
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Lignol Energy Corporation
Chief Financial Officer