SCOTTSDALE, AZ and CALGARY, AB, July 15, 2014 /CNW/ - RDX Technologies Corporation ("RDX" or the "Company") ( TSXV: RDX, OTCQX: RGDEF, FSE: RL7), a water treatment and energy technology company, today announces the purchase of substantially all of the assets of the Renewable Energy Products ("REP") refinery located in Santa Fe Springs, California for cash and RDX common shares from Paladin Capital Group. The REP facility has a nameplate capacity of 10MM gallons per year.
REP was the owner of a refinery facility and other related assets located in California. The purchase price for these certain assets from REP was $2.85 million and included: (i) US$100,000 in cash; (ii) 4,150,000 common shares of the Company valued only for purposes of the TSX Venture Exchange at CND$0.70 cents per share; and (iii) 3,282,432 common shares of the Company at CND$0.37 cents per share, as adjusted for any stock splits, reverse stock splits, stock dividends and similar recapitalization events, as deferred purchase price to be issued no later than the earlier of (a) ten days after the Company is listed and trading on the NYSE-MKT exchange or (b) October 31, 2014.
As security for the deferred purchase price of the 3,282,432 common shares of the Company, the Company executed a Security Agreement providing REP a security interest in the facility and other related assets acquired and executed a Promissory Note for the 3,282,432 common shares of the Company. The Promissory Note has a five (5%) annual interest rate and will be paid in common shares of the Company when the Promissory Note is paid in full through the issuance of shares in the future.
The common shares issued at closing were non-dilutive due to the fact that the common shares issued at the close of the purchase were offset by previously cancelled shares, and did not increase the total outstanding shares of the Company.
RDX is in the process of moving the refinery operation to a confidential location that offeres a business friendly, proactive environment that favors renewable fuel production, and is in proximity of an RDX fuel consumer. The new refinery location will remain confidential until moved and in operation, which is expected to be late fall of this calendar year.
Dennis M. Danzik, RDX CEO stated, "This asset acquisition expands our refinery capacity by 10MM gallons annually and will open fuel sale opportunities for RDX in the Western United States. RDX produces quality renewable diesel replacements through methyl-ester refinement that continue to grow in popularity. Through this transaction we also gain new substantial shareholders in the Paladin Capital Group and their related entities."
Ken Pentimonti, a Principal at Paladin Capital Group stated, "We feel that RDX was the right choice to purchase these refinery assets. RDX is starting to build a solid track record in non-subsidized renewable diesel replacements. We look forward to RDX taking advantage of opportunities in this market and our firm is pleased to join the ranks of RDX shareholders."
ON BEHALF OF THE BOARD OF DIRECTORS
"Dennis M. Danzik"
Dennis M. Danzik, CEO
"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 news release. This news release may contain forward-looking statements. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Such information is subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information, as no assurances can be given as to future results, levels of activity or achievements."
SOURCE: RDX Technologies Corporation
For further information: David Waldman at Crescendo Communications, Investor Relations, (212) 671-1021, [email protected]