Radar Acquisitions Corp.
TSX VENTURE : RAC

Radar Acquisitions Corp.

December 02, 2009 17:20 ET

Radar Acquisition Corp. Announces Reverse Take-Over and Concurrent Financing

CALGARY, ALBERTA--(Marketwire - Dec. 2, 2009) -

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Radar Acquisitions Corp. ("Radar" or the "Company") (TSX VENTURE:RAC) is pleased to announce that it has entered into an arm's length binding letter of intent dated December 2, 2009 (the "Letter of Intent") to acquire a 60% equity interest in C2E International Ltd. and C2E Global Ltd. (collectively referred to as "C2E"), a green technology company pursuing the construction of coal to energy/coal to liquids plants, as well as controlling interests in four other "green technology" companies, for consideration of approximately C$40 million (the "Transaction").

C2E is private and Hong Kong based and is licensed to market, build and operate zero carbon emission coal to energy/coal to liquids plants ("CTL Plants"). The CTL Plants would utilize proprietary technology of a third party Chinese licensor to convert coal to transportation fuels and energy feedstocks. The Transaction also contemplates the acquisition of a controlling equity interest in the following Hong Kong based private companies: Huake International Bio Polymeric Ltd. ("Huake"), Biomass International Holdings Ltd. ("Biomass"), Environmental Paper Pulp Industries Ltd. ("EPPI") and Keshengte New Energy Science Technology Co Ltd. ("Keshengte"). Huake, Biomass, EPPI and Keshengte have been licensed technology in the areas of water treatment, waste treatment, pulp and paper production and clean coal energy respectively.

The majority interests in C2E, Huake, Biomass, EPPI and Keshengte (collectively, the "Purchased Interests") would be acquired from three individuals: Johannes Roux of South Africa, Mak Shee Fu of Malaysia, and Paul Gallimore of South Africa (collectively referred to as the "Vendors").

"This transaction will help us unlock the value of our Buick Coal Property in Colorado, as we will be investigating the feasibility of developing a CTL Plant on our Buick property," said Timothy Bergen, CEO of Radar. "In addition, our majority ownership interest in C2E should allow us to broaden our activities and, over time, become a leader in the marketing and implementation of zero emission coal to energy/liquids technology projects. In the longer term, our vision is to become an environmental technology industrial group with coal, biomass, water, and pulp and paper divisions."

About the Purchased Companies

C2E

C2E, comprised of C2E International Ltd. which was incorporated on November 21, 2008 and C2E Global Ltd which was incorporated in October 2009, is private and Hong Kong based and is licensed to market, build and operate zero carbon emission CTL Plants globally, using third party proprietary technology (the "CTL Technology"). The CTL Technology has been licensed to it on an exclusive basis for an indefinite term or until such time the agreement is terminated in writing by the parties. C2E's technology provides for substantial environmental advantages, low construction costs and significant economical benefits. The technology received an Appraisal for Scientific Technological Developments for Clean Coal Based Fuel Oil Technology from a panel of experts from the China Technology Market Association in November 2008 and is currently undergoing an independent assessment by an international engineering firm. The CTL Technology is currently deployed in a Chinese plant that is producing 100,000 tons of fuel oils per annum. This plant has been in operation since the first quarter of 2008.

The Vendors own a 60% common equity interest in C2E and the balance is owned by the technology inventors.

C2E is currently developing a feasibility study, conducting due diligence and seeking financing for a greenfield CTL Plant to be built in Liaoning Fuxin Province in China (the "Liaoning Fuxin Plant"), which it would construct and own jointly with third party investors. The proposed one million ton plant would be built in 2 phases and is anticipated to produce 45% of heavy full oil and 55% of light fuel oil. Construction of Phase 1 is proposed to commence in 2010 (subject to adequate financing, successful contracting and other matters), and construction and commissioning would take approximately 11 months. Phases 1 and 2 would be financed through a combination of equity and debt.

C2E is also in the preliminary stages of developing other CTL Plants in China, Zimbabwe and the United States, and has secured various non-binding memorandums of understandings with respect to these proposals.

Keshengte

Keshengte is a private Hong Kong company incorporated on October 2, 2009 and has been licensed certain exclusive global technology rights to two proprietary clean coal technologies: Coal Water Mixture and Biomas Briquette. Each of these fuels are commonly used but the technology is designed to optimize them to produce a "cleaner coal" alternative with reduced emissions. The Coal Water Mixture product is aimed at electricity generation whereas the Biomass Briquette is mainly targeted for use in powering steel and paper boilers. Keshengte has been focused on identifying project opportunities in Asia. The Vendors own a 55% common equity interest in Keshengte and the balance is owned by the technology inventors.

Biomass

Biomass is a private Hong Kong company incorporated on November 21, 2008 and has been licensed certain exclusive global technology rights to proprietary waste to electricity technology. The process and technology is expected to allow for the generation of 25 MW to 125 MW of power through incineration of various types of disposable waste while minimizing emissions. Biomass has been focused on identifying project opportunities in Asia with the aim of assisting heavily populated regions to dispose of their waste in an environmentally responsible way while at the same time providing for power to the local communities. The Vendors own a 60% common equity interest in Biomass and the balance is owned by the technology inventors.

Huake

Huake is a private Hong Kong company incorporated on June 10, 2009 and has been licensed certain exclusive rights to proprietary methodology for the treatment of water. This technology is designed to reduce the cost of water purification through methods including use of bacteria and algae. The bio polymeric material is especially effective in the treatment of heavy metal waste water but generally applies to many classes of water including mining, dams, rivers, sewage and also desalination. Huake has been focused on identifying project opportunities. The Vendors own a 60% common equity interest in Huake and the balance is owned by the technology inventors.

EPPI

EPPI is a private Hong Kong based company incorporated on September 18, 2009 and has been licensed certain exclusive global rights to proprietary technology to process certain organic wastes (such as straw) into pulp and paper without toxic emissions. EPPI is focussed on identifying project opportunities. The Vendors own a 60% common equity interest in EPPI and the balance is owned by the technology inventors.

The respective technology inventors of the Purchased Companies are different persons in each case.

The Transaction

The aggregate consideration paid to the Vendors for the Purchased Interests will be approximately 286,155,000 common shares of Radar at a deemed price of $0.13 per common share and approximately 140,000,000 warrants to purchase common shares of Radar for an exercise price of $0.13 per common share, exercisable for a period of one year from the date of issuance. In accordance with policy 5.2 of the TSX Venture Exchange Corporate Finance Manual, the Transaction is considered a Reverse Take-Over.

The Letter of Intent has been approved by the board of directors of Radar and provides that Radar and the Vendors will negotiate a definitive acquisition agreement (the "Definitive Agreement") as soon as practicable and in any event by December 31, 2009. The Letter of Intent also provides Radar with an exclusive right to negotiate and acquire the Purchased Interests until January 31, 2010. The entry into a Definitive Agreement is subject to a number of conditions, including, but not limited to: (i) the terms and conditions of the Definitive Agreements being mutually satisfactory to Radar, the Vendors, and the Purchased Companies; (ii) unanimous approval by the board of directors of Radar to the Transaction and to the form of the Definitive Agreement; (iii) the parties satisfactorily conducting and completing their investigations and due diligence with respect to each other party and their respective assets and businesses; and (iv) compliance with all applicable securities and corporate laws including reverse take-over and other policies of the TSXV.

Completion of the Transaction under the Definitive Agreement will be subject to a number of conditions including, but not limited to: (i) Radar obtaining shareholder approval for the Transaction; (ii) Radar obtaining applicable regulatory approvals including approval of the TSX Venture Exchange; (iii) completion by the Company of a 75% arm's length private placement of common shares of the Corporation in the aggregate amount of approximately $16,250,000 based on a per share price of $0.18; and (iv) other customary conditions.

The Definitive Agreement will supersede the Letter of Intent in its entirety and a further comprehensive news release with respect to the Transaction will be issued in connection with the entering into of the Definitive Agreement. If all necessary conditions are satisfied, closing of the Transaction is expected to occur on or about February 15, 2010.

It is expected that in connection with the Transaction, subject to applicable TSXV policies, two individuals, Ian Hume and Dianne Wyss, will receive finder's fees of approximately 250,000 common shares and approximately 150,000 common shares respectively, upon completion of the Transaction.

Trading of Radar's common shares has been halted by the TSXV and will remain halted in accordance with TSXV policies until all required documentation with respect to the Transaction has been received by the TSXV, including receipt of a sponsorship acknowledgement form with respect to a sponsor for the Transaction.

Management

Radar is a natural resource development company focused on growth through acquisition, exploration and development of coal resources and resource-related technologies. Upon closing of the Transaction, Radar will enhance its current coal activities with clean coal technologies and also add a portfolio of green technologies in the area of Biomass, Water and Paper & Pulp. It is currently expected that the first priority of Radar, upon the completion of the Transaction, will be to pursue the development of coal to liquids plants in Asia and North America (including the existing Buick Coal Property) through C2E and to continue the identification and feasibility of potential development projects for its other set of green technologies. In the longer term, Radar's vision is to become an environmental technology industrial group.

Upon closing of the Transaction, it is anticipated that the members of the Company's current board will continue and that Mr. Johannes Roux and Mr. Jonathon Legg will join the board. It is also anticipated that Messrs. Tim Bergen and Jos De Smedt will remain as senior officers and Mr. Roux will join as a senior officer.

Information regarding the background of the current board of directors of Radar, being Tim Bergen, John Bergen, William Collins, and Linden Swensen, is set forth in the management information circular of the Company dated August 25, 2009, which has been filed on the SEDAR web-site under the Company's profile at www.sedar.com.

Johannes Roux: It is anticipated that Mr. Roux will be appointed a senior officer and director of Radar upon completion of the Transaction. Mr. Roux has over 15 years of experience in the corporate/investment banking industry including expertise in funding and financial structuring/engineering of both profit and non-for-profit organizations. Over this period, he held various positions with Standard Bank and Austria Bank in London and Ed Hern NatWest in South Africa. He was involved with establishing funding structures for various humanitarian groups including African Development Foundation and Hope Worldwide Africa. More recently, Mr. Roux founded Roux Equity Partners whose primary activity is to assist Chinese companies, and specifically technology companies, with establishing appropriate corporate and financial structures to allow them to grow and fund their operations globally. Mr. Roux is currently Chief Executive Officer of C2E International Ltd and is a director of all of the Purchased Companies. He currently resides in South Africa but plans to move to Singapore in early 2010 in order to develop the Company's activities.

Jonathan (Jon) Legg: It is anticipated that Mr. Legg will be appointed a director of the Board of Radar upon completion of the Transaction. Mr. Legg is currently the Managing Director of the National Restructuring and Distressed Strategy Services practice of PricewaterhouseCoopers (PwC) Canada. He is a senior corporate executive and an experienced corporate director with over 30 years of experience in management, corporate transformation and financial restructuring in both Canada and the US. Prior to joining PwC, Mr. Legg has held various senior leadership positions including Head of Strategic Initiatives and a Member of the Management Committee of Canadian Pacific Railway and senior executive at Royal Bank of Canada. Mr. Legg had a distinguished career with Royal Bank of Canada where, over a period of 25 years, he worked in leadership positions in both the United States and Canada. In the United States, he was Chief Executive Officer of RBC Mortgage and President and Chief Operating Officer of RBC Centura Banks Inc. Prior to moving to the United States, Jon was Senior Vice President, Operations & Service Delivery, RBC Banking North America. Mr. Legg is a past Chairman of the Board of XS Cargo Income Trust and a past Chairman of the Board of the Company.

Jos De Smedt: It is anticipated that Mr. De Smedt will continue as the Chief Financial Officer of Radar, the position he currently holds, upon completion of the Transaction. Prior to joining Radar in 2008, Mr. De Smedt spent 20 years in the finance/accounting/auditing and management consulting industry. Starting as a Chartered Accountant in Belgium with increasing responsibilities for major publicly traded companies, he became a partner with PricewaterhouseCoopers (PwC) Canada in 1998. In 2000, he took over responsibility for PwC's Travel & Transportation industry consulting practice for the Canadian marketplace. Prior to taking on a management consulting role and his industry leadership role, Mr. De Smedt worked in the Audit and Business Advisory Services Practice of PwC in Brussels, Belgium and Montreal, Canada. In this capacity, he held senior manager responsibilities for major audit engagements and financial due diligence assignments. From 2002 until joining Radar, he was a Business Consulting Partner with IBM Canada Global Business Services. Mr. De Smedt is a Director of Ucore Uranium Inc., a TSXV listed company, and the Chairman of their Audit Committee.

Further Information

For further information regarding the contents of this news release please contact the number below.

OTHER INFORMATION

Completion of the Transaction is subject to a number of conditions, including the execution of Definitive Agreements, successful completion of due diligence, disinterested Shareholder approval and TSX Venture Exchange acceptance,. The transaction cannot close until the required Shareholder approval and TSX Venture Exchange acceptance is obtained. 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 Information Circular to be 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 Radar should be considered highly speculative.

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

This news release will not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Such securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States, or to a U.S. person, absent registration, or an applicable exemption therefrom.

Forward-Looking Statements

This news release may contain certain forward-looking information. Statements other than statements of historical fact contained in this news release may be forward-looking statements, including, without limitation, management's expectations, intentions and beliefs concerning the business prospects, anticipated synergies, business plans, and opportunities of the Purchased Companies and of Radar, the timing and completion of the Transaction, the timing and completion of the Radar Financing, and the directors and senior officers of Radar following completion of the Transaction. Investors can identify many of these statements by looking for words such as "believes", "expects", "will", "intends", "projects", "should", "anticipates", "estimates", "continues" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Accordingly, investors are cautioned not to place undue reliance on any forward-looking information contained in this news release, and actual results and future events could differ materially from those anticipated in such information

Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession as of the date of this news release. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Statements containing forward-looking information involve significant known and unknown facts and uncertainties of both a general and specific nature, as well as numerous assumptions, including without limitation, assumptions relating to the entering into and the terms of Definitive Agreements, current standards for greenhouse gas emission regulation in the United States and in certain European countries, the current status and capabilities of technologies used and/or owned by the Purchased Companies, and the anticipated benefits of the Transaction. A description of other assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in the company's disclosure documents on the SEDAR website at www.sedar.com.

Some of the factors that could affect future results and could cause results to differ materially from those expressed in the forward-looking statements contained herein include: reliance on key personnel, general economic conditions, industry conditions and trends, uncertainty of future contractual terms, failure to realize anticipated benefits of the Transaction, failure to secure or to maintain exclusive licenses and other intellectual property rights, competition from other industry participants, the lack of availability of qualified personnel or management, and ability to access sufficient capital from internal and external sources. The information contained in this news release may identify additional factors that could affect the results and performance of Radar.

The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this document and Radar disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

Neither the 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.

Contact Information

  • Radar Acquisitions Ltd.
    Tim Bergen
    President & CEO
    (403) 262-3797 or Toll Free: 1-877-262-5888
    tbergen@radar.ab.ca