Summus Capital Corp.
TSX VENTURE : SS.P

December 23, 2009 18:43 ET

Summus Capital Corp. Enters Into Definitive Agreement to Acquire ReNvision Biofuels Inc.

CALGARY, ALBERTA--(Marketwire - Dec. 23, 2009) - Summus Capital Corp. ("Summus" or the "Corporation") (TSX VENTURE:SS.P) is pleased to announce that further to its press release dated November 16, 2009 it has entered into a definitive agreement (the "Acquisition Agreement") to acquire all of the issued and outstanding shares of ReNvision Biofuels Inc. ("ReNvision").

Pursuant to the terms of the Acquisition Agreement, Summus has agreed to purchase all of the issued and outstanding shares of ReNvision in consideration for an aggregate of 5,365,667 common shares of Summus at a deemed price of $0.25 per share. Summus has agreed to increase the purchase price payable to the shareholders of ReNvision as previously announced in its press release dated November 16, 2009 from 2,000,000 common shares to 5,365,667 common shares due to a change in ReNvision's cash balance as a result of the recent receipt by ReNvision of approximately $841,000 in grants from the Government of Alberta pursuant to the Province's "Nine-Point Bioenergy Plan". As at the date hereof, ReNvision is still eligible to receive up to an additional $659,000 in grants from the Province of Alberta pursuant to its "Nine-Point Bioenergy Plan". Pursuant to the terms of the Acquisition Agreement, the parties have further agreed that approximately up to an additional 2,636,000 common shares may be issuable to the shareholders of ReNvision in the event that an additional $659,000 from the Province of Alberta's "Nine-Point Bioenergy Plan" is received by ReNvision from the date of the Acquisition Agreement until March 31, 2011.

The acquisition still remains subject to certain conditions and approvals, as further set out in Summus' press release dated November 16, 2009.

Trading of the common shares of Summus has been halted and will not resume until the TSXV has accepted all requisite documentation in connection with the proposed Qualifying Transaction, and until an exemption from the sponsorship requirement has been granted by the TSXV, or a Sponsor has been engaged.

Cautionary Statements

As indicated above, completion of the transactions is subject to a number of conditions, including but not limited to, TSXV acceptance. There can be no assurance that the transactions will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement or other disclosure document to be prepared in connection with the Acquisition, 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved or disapproved the contents of this press release.

Except for statements of historic fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements such as references to ReNvision's planned construction activities, timing of completion of the biodiesel facility, feedstock sources, capital expenditures, lack of necessity for shareholder approval and financing activities, and timing of such items are based on the opinions and estimates at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to: delays in the construction process, changes to the design of the biodiesel facility, increase in costs relating to the biodiesel facility, failure to complete the Financing or to raise sufficient funds, failure to receive necessary approvals, including regulatory approval, the requirements to obtain shareholder approval, failure to receive Government grants on time or at all and changes to the Government of Alberta's incentive plans for biofuels companies. There are uncertainties inherent in forward-looking information, including factors beyond ReNvision's and Summus' control, and no assurance can be given that the programs will be completed on time, on budget or at all. In addition, there are numerous uncertainties inherent in the construction process, including many factors beyond ReNvision's and Summus' control, and no assurance can be given that the business plan of ReNvision will be realized. Summus undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in Summus' filings with Canadian securities regulators, which filings are available at www.sedar.com.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

Contact Information

  • Summus Capital Corp.
    Jason Krueger, CFA
    President, Chief Executive Officer and Director
    (403) 374-1234
    jason@redwood-capital.com