Radiant Energy Corporation

Radiant Energy Corporation

August 07, 2009 15:10 ET

Radiant Announces Initial Closing of Debenture Offering

TORONTO, ONTARIO--(Marketwire - Aug. 7, 2009) -


Radiant Energy Corporation, (TSX VENTURE:RDT) ("Radiant") announced that it has completed an initial closing of its previously announced offering (the "Offering") of secured debentures (the "New Debentures") for Cdn$699,000 aggregate principal amount, with Radiant receiving gross proceeds of Cdn$374,000 aggregate principal amount of New Debentures and exchanging Cdn$325,000 of its outstanding Series F Debentures for New Debentures. The New Debentures mature two years from the date of their issue with an interest rate of 12% per annum and are secured by the assets of Radiant and its U.S. operating subsidiary, Radiant Aviation Services, Inc. Radiant also has the option, under certain conditions, to pay interest owing pursuant to the New Debentures in common shares of Radiant. Radiant also issued a total of 2,796,000 of its common shares (the "Bonus Shares") as a bonus to the investors who participated in the Offering. Radiant expects to complete a further closing of this Offering in mid to late August.

John Marsh and a company controlled by Gregory O'Hara, each a director of Radiant and each of whom beneficially owns or controls over 10% of the issued and outstanding common shares of Radiant, subscribed for Cdn$374,000 aggregate principal amount of New Debentures, while David Williams, a director and the President of Radiant, entered into an agreement to subscribe for Cdn$100,000 of New Debentures (collectively, the "Insider Subscriptions"). Each Insider Subscription constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). Radiant is relying on an exemption to the formal valuation and minority shareholder approval requirements of MI 61-101 as the Insider Subscriptions were entered into in response to the financial difficulties of Radiant. The Offering, including the Insider Subscriptions, was approved by Radiant's independent directors. Radiant's independent directors have also reviewed the terms of the Offering with management and have determined that such terms are reasonable in the circumstances, the Offering will improve the financial condition of Radiant and the Offering is in the best interests of Radiant. Messrs. Marsh and O'Hara participated in the Offering, and Mr. Williams will participate in the Offering, on the same terms and conditions as all other investors. The subscription for New Debentures by each of Messrs. Marsh and O'Hara has not materially affected the percentage of securities of Radiant beneficially owned and controlled by either individual, while Mr. Williams' subscription for New Debentures is not expected to materially affect the percentage of securities of Radiant beneficially owned and controlled by Mr. Williams.

The net proceeds of the Offering will be used to address Radiant's immediate working capital needs while it continues to further its marketing and sales initiatives in respect of its Radiant Deicing Systems. The infusion of cash and elimination of the Series F Debentures are expected to have initial short-term benefits, but Radiant's business and affairs are not otherwise expected to be significantly impacted by the Offering.

The Offering is subject to the final approval of the TSXV. The New Debentures and Bonus Shares issued in conjunction with the Offering are subject to a four-month hold period expiring December 8, 2009.

About Radiant Energy Corporation

Radiant is the developer and marketer of Radiant Deicing Systems. Radiant's product is the only non-glycol based alternative approved by the US Federal Aviation Administration for the pre-flight ground deicing of aircraft. Aircraft deicing with Radiant's technology offers savings to airports and airlines over the use of conventional glycol-based deicing systems, reducing aircraft treatment costs and significantly reducing the negative impact of glycol on the environment.

This press release may contain forward-looking statements, including statements regarding the business and anticipated financial performance of Radiant Energy Corporation, which involve risks and uncertainties. These risks and uncertainties may cause Radiant's actual results to differ materially from those contemplated by the forward- looking statements. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.

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