/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES./
TORONTO, April 10, 2012 /CNW/ - RXT 110 INC. (CNSX: RXT) (the "Company") is pleased to announce that pursuant to the terms of an amended and restated intellectual property license agreement, the Company has completed the transaction, previously announced on March 19, 2012, converting the interim license into a perpetual, world-wide exclusive license for the intellectual property. In connection therewith, the Company has issued 20,000,000 fully paid and non-assessable Class A Shares of the Company (the "Share Consideration"). In connection with the completion of the transactions, the Company has also entered into a securities pledge agreement and an escrow agreement respecting the Share Consideration pursuant to which the Share Consideration is pledged to the Company to secure the obligations of the counterparties to the License Agreement for a minimum of three years and the Share Consideration is held in escrow. The Share Consideration is also subject to statutory and contractual restrictions on transfer.
About RXT 110 Inc.
RXT 110 Inc.'s line of retail anti-microbial products will effectively kill mould, bacteria and fungi on contact and prevent re-growth. These products address the demand created by the mounting health and environmental concerns. Mould can affect the immune system, nervous system, liver, kidneys, blood and cause brain damage.
RXT will also manufacture and distribute RXT 110, anti-microbial filler. Calcium Carbonate is one of the most common fillers used industrially. It is susceptible like other fillers that hold moisture to attracting mould. Annual global revenue in the calcium carbonate filler industry approximates 140 billion dollars. RXT 110 Inc. will produce anti-microbial filler that performs 'filling' and 'bulking' functions like calcium carbonate. RXT 110 does not attract moisture and consequently mould infestation. RXT filler with its anti-microbial high ph core in individual particles enhances commercial product life and eradicates a broad spectrum of known bacteria, fungi, algae and other micro - organisms by suppression of their reproduction.
This release may contain forward-looking statements information and statements which constitute "forward-looking information" under Canadian securities law and which may be material regarding, among other things, the Company's beliefs, plans, objectives, estimates, intentions and expectations with respect to its capital and funding plans. Inherent in the forward-looking information and statements are known and unknown risks, uncertainties and other factors beyond the Company's ability to control or predict, which give rise to the possibility that the Company's predictions, forecasts, expectations or conclusions will not prove to be accurate, that its assumptions may not be correct and that the Company's plans, objectives and statements will not be achieved. Actual results or developments may differ materially from those contemplated by the forward-looking information and statements. Consequently, undue reliance should not placed on such forward-looking statements.
The shares have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.
On behalf of the Board of Directors of RXT 110 Inc.
The CNSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. Neither the CNSX nor its Regulation Services Provider (as such term is defined in the policies of the CNSX) accepts responsibility for the adequacy or accuracy of this release.
For further information:
Bruce Lewis, President & Chief Executive Officer
RXT 110 Inc.
1120 Finch Avenue West, Toronto, Ontario M3J 3H7
(416) 410 2019