RediShred Capital Corp. provides update on proposed acquisition of Proshred U.S. franchising business as Qualifying Transaction


    HALIFAX, Feb. 29 /CNW Telbec/ - (TSXV: KUT.P) RediShred Capital Corp. a
capital pool company listed on the TSX Venture Exchange, confirmed today that
its previously announced Qualifying Transaction is expected close on or about
March 11, 2008.
    The Qualifying Transaction will consist of the acquisition of the
Proshred U.S franchising business for an aggregate purchase price of
approximately $5.3 million (subject to customary adjustments). The purchase
price for Proshred will be paid with a combination of cash and common shares
from treasury of RediShred. The cash component of the purchase price will
range between $2.6 million (if the private placement described below is
$3.6 million) and $3.6 million (if the private placement described below is
$4.6 million or greater) with the balance in common shares issued at a price
of $0.52 per common share. This will result in between 5,192,308 and
3,269,230 common shares being issued to the vendors of Proshred from treasury
of RediShred.
    In order to finance the purchase price, RediShred intends to conduct a
private placement of its common shares at a price of $0.52 per common share
for gross proceeds of between $3.6 million and $5 million. This will result in
between 6,923,076 and 9,615,385 common shares being issued from treasury of
RediShred under the private placement, provided that a maximum of
12,884,615 common shares will be issued in the private placement together with
the acquisition. A portion of the proceeds of the private placement not used
to fund the purchase price for Proshred will be used to pay for the costs and
expenses associated with the private placement and the Qualifying Transaction,
with the balance to be used to identify potential future acquisitions and for
general corporate purposes. Canaccord Capital Corporation has agreed to act as
agent in Canada under the private placement, on a best efforts basis, and will
be paid a commission in an amount up to 6% of the gross proceeds of the
private placement in Canada and will receive an option, exercisable at any
time up to 24 months following closing, to purchase up to that number of
common shares equal to up to 6% of the number of common shares sold pursuant
to the private placement in Canada. Insiders of the Corporation will purchase,
in the aggregate, less than 25% of the common shares sold under the private
    Additional information concerning the Qualifying Transaction is available
in the Corporation's Filing Statement that was filed on SEDAR today in
accordance with the policies of the TSXV. The Filing Statement may be viewed

    RediShred Capital Corp.

    RediShred is a capital pool company listed on the TSXV. The principal
business of RediShred is the identification and evaluation of assets or
businesses with a view to completing a Qualifying Transaction. RediShred has
not commenced commercial operations and has no assets other than cash.

    This press release contains forward-looking statements. Often, but not
always, forward-looking statements can be identified by the use of words such
as "plans", "expects" or "does not expect", "is expected", "estimates",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Corporation to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. Examples of such statements include the intention
to complete the acquisition, the private placement and the Qualifying
Transaction of the Corporation. Actual results and developments are likely to
differ, and may differ materially, from those expressed or implied by the
forward-looking statements contained in this press release. Such
forward-looking statements are based on a number of assumptions which may
prove to be incorrect, including, but not limited to: the ability of the
Corporation to obtain necessary financing; satisfy conditions under the
acquisition agreement; satisfy the requirements of the TSXV with respect to
the acquisition, the private placement, the Qualifying Transaction; the level
of activity in the shredding business and the economy generally; consumer
interest in RediShred's services and products; competition; and anticipated
and unanticipated costs. While RediShred anticipates that subsequent events
and developments may cause its views to change, RediShred specifically
disclaims any obligation to update these forward-looking statements. These
forward-looking statements should not be relied upon as representing
RediShred's views as of any date subsequent to the date of this press release.
Although RediShred has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or intended.
There can be no assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. The factors identified above are
not intended to represent a complete list of the factors that could affect
RediShred. Additional factors are noted under "Risk Factors" in RediShred's
initial public offering prospectus dated August 21, 2007, a copy of which may
be obtained on the SEDAR website at

    Completion of the Qualifying Transaction is subject to a number of
conditions, including but not limited to, final TSXV acceptance. There can be
no assurance that the transaction will be completed as proposed or at all.
    Investors are cautioned that, except as disclosed in the filing statement
prepared in connection with the transaction, any information released or
received with respect to the transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.

For further information:

For further information: Mark J. MacMillan, Chief Executive Officer,
RediShred Capital Corp., (902) 406-3347

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