Radiant Energy Corporation
TSX VENTURE : RDT

Radiant Energy Corporation

January 24, 2008 15:32 ET

Radiant Completes Debt for Shares Transaction

PORT COLBORNE, ONTARIO--(Marketwire - Jan. 24, 2008) - Radiant Energy Corporation (TSX VENTURE:RDT)("Radiant" or the "Company") developer and marketer of InfraTek®, the environmentally friendly, patented, infrared pre-flight aircraft deicing system, announced today it has received acceptance from the TSX Venture Exchange for the settlement of certain short-term, secured loans and Series A Debentures, previously announced on January 16, 2008, with an aggregate principal balance of $2,453,046.65 and the forgiveness of accrued interest equal to $344,592.00 in return for 18,163,022 common shares of the Company, as outlined in the breakdown below, with 954740 Ontario Limited ("954740"), a corporation controlled by John Marsh, an insider to the Company, with Hara Enterprises Limited ("Hara"), a corporation control by Gregory O'Hara, an insider to the Company, and with an arm's length holder of a Series A Debenture. This press release supersedes and replaces the press release issued on January 16, 2008.

Over the past eighteen months the Company's financial goal has been to reduce debt. From June 2006 to the present, and prior to theses transaction, the consolidated debt decreased from $17.0 million to $9.2 million. The settlement of the loans between Radiant and it's subsidiaries is a significant step in accomplishing the Company's financial goals.

Settlement of Short-term Loans

The aggregate principal amount of the Short-term Loans between REC and 954740 and Hara was $445,000 and the accrued interest was $49,578. Each of 954740 and Hara signed Creditor Settlement Agreements to settle the principal amount of the debt for the issuance of 3,296,295 common shares (representing $0.135 per common share). Each of 954740 and Hara has also agreed to forgive payment of the accrued interest.

Settlement of the Secured Loans with RAS Europe

The aggregate principal amount of the Secured Loans between RAS Europe, a wholly-owned subsidiary of REC, and 954740 and Hara was $2,000,000 and the accrued interest was $295,014. Each of 954740 and Hara signed Creditor Settlement Agreements to settle the principal amount of debt for the issuance of 14,814,814 common shares (representing $0.135 per common share). The two creditors also agreed to forgive payment of the accrued interest.

Settlement of Series A Debentures

Currently, the principal on the Series A Unsecured Debenture was US$530,000 and accrued interest was US$236,181. An offer was made to all three holders of Series A Debentures to accept the settlement of the principal and accrued interest based on a rate of CAD$0.155. To date one of the holders of the Series A Debentures signed a Creditor Settlement Agreement to settle the principal and accrued interest in the amount of US$8,046.65 (CDN$8,046.65) for the issuance of 51,913 common shares.

Related Party Transactions

Each of John Marsh and Gregory O'Hara are insiders of the Company under Canadian securities laws and the settlement of the debt for shares is considered to be a related partly transaction under Canadian securities laws. The Company has determined that it is exempt under the Ontario Securities Commission Rule 61-501 from the requirements to obtain a formal valuation and minority approval for this settlement of debt. Upon completion of the settlement of the debt for shares of the Company, John Marsh and Gregory O'Hara will beneficially own and control 41,755,257 and 30,102,333 shares of the Company, respectively, representing 24.3% and 19.0%, respectively, of the issued and outstanding shares of the Company, including convertible securities.

The Board of Directors first determined that all three members of the Board are independent of the transaction. The Board reviewed recent market prices for Radiant shares and determined that the effective conversion price taking into account the forgiveness of accrued interest was approximately $0.155 per share representing a 3.3% premium to the closing price of the common shares on January 14, 2008, the day prior to the execution of the Creditor Settlement Agreements. The Board unanimously approved the settlement of the debt for shares of the Company. The Board considered the significant reduction of debt the transactions represent, the improvement of the financial condition of the Company and the corresponding decrease in the shareholders' deficit and concluded the transaction to be fair for all shareholders and in the best interests of the Company.

Radiant trades on the TSX Venture Exchange (symbol RDT). The InfraTek Deicing System is the only FAA-approved for use, non-glycol based alternative to the conventional pre-flight ground deicing process. InfraTek offers savings to airports and airlines by reducing treatment costs and by significantly reducing the negative environmental impact of spent glycol.

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.

Contact Information