Radiant Energy Corporation
TSX VENTURE : RDT

Radiant Energy Corporation

January 29, 2008 09:00 ET

Radiant Announces Proposed $3.5 Million Private Placement Financing

PORT COLBORNE, ONTARIO--(Marketwire - Jan. 29, 2008) -

NOT FOR DISTRIBUTION IN THE UNITED STATES

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 the engagement of Brant Securities Limited to raise gross proceeds of up to $3.5 million from accredited investors on a best efforts basis through a private placement of units ("the Offering").

Mr. Colin Digout, Chairman of the Board of Radiant commented, "The Company wishes to take advantage of improving market opportunities for the Company's InfraTek product. The net proceeds of the Private Placement will allow Radiant to hire additional staff and provide the needed working capital to achieve our sales plans." Closing of the Offering is expected to occur in February 2008.

Pursuant to the Offering, the Company will issue up to 29,166,666 units (the "Units") at a price of $0.12 per Unit for gross proceeds of up to $3.5 million. Each Unit will consist of one common share and one-half of one common share purchase warrant of the Company. Each whole warrant will entitle the holder to purchase one common share of Radiant for $0.30 until 18 months from the date of closing. If at any time during the life of the warrants the closing price of the common shares of Radiant exceeds $0.40 for any period of 20 consecutive trading days after the closing of the Offering, the Company may advance the expiry date of warrants to a date not less then 30 days after written notice of such advance is sent to the holders of the warrants.

Brant Securities Limited will be paid an 8% cash commission for each subscription attributable to Brant's efforts. Brant Securities Limited will also receive broker warrants to subscribe for that number of Units equal to 8% of the number of Units issued under the Offering attributable to Brant's efforts. Each broker warrant will entitle Brant Securities Limited to purchase one Unit at a price of $0.12 for a period of 18 months from the date of closing. No cash commission or broker warrants will be payable in respect of subscriptions received from certain insiders and certain other designated potential subscribers.

A maximum of 47,249,998 common shares may be issued as a result the Offering and the subsequent exercise of warrants and broker warrants. The Offering is conditional on acceptance by the TSX Venture Exchange and on the conversion of certain debentures and loans, management changes and a change of the Board of Directors as outlined below.

Conversion of Debentures and Loans

The Company has outstanding a secured convertible loan in the amount of USD$750,000 (the "Secured Loan"), Series A Debentures in the aggregate principal amount of USD$525,000, Series E Secured Convertible Debentures in the aggregate principal amount of $1,000,000 (the "Series E Debentures") and Series F Secured Convertible Debentures in the aggregate principal amount of $1,960,000 (the "Series F Debentures"). Closing of the Offering is conditional on conversion of the Secured Loan at its prescribed conversion rate into 5,625,000 common shares; conversion of all the Series E Debentures, at their prescribed conversion rate into 7,600,000 common shares; and the conversion of Series F Debentures held by three insiders with a principal amount of $1,350,000 at their prescribed conversion rate into 7,297,297 common shares. At this time, all such holders have informed the Company that they will exercise their conversion rights conditional on the Company raising the maximum of $3.5 million under the Offering.

Prior to closing the Company will use its best efforts to encourage the remaining holders of the Series F Debentures, holding in the aggregate principal amount of $610,000, to convert their debentures and accrued interest into common shares at the existing conversion rate of $0.185 per share. The Company will also use its best efforts to negotiate settlement of the outstanding Series A Debentures representing $525,000 in principal and certain other trade accounts payable.

Management Changes

Colin Digout, the current President, Chairman of the Board and only officer of the Company, will resign from his positions with the Company and will continue with Radiant as a consultant at the Company's discretion. Mr. Digout's resignation is conditional on closing the Offering in the amount of at least $2,000,000. Mr. Larrie Shepherd, who has provided consulting services to the Company over the last year, has agreed to accept the position of President and Chief Executive Officer on closing of the Private Placement. Mr. Shepherd's appointment to the position of President and Chief Executive Officer is also conditional on acceptance by The TSX Venture Exchange and the implementation of acceptable directors and officers insurance for the Company.

Change of the Board of Directors

The Company's current directors are Colin Digout, Milton Klyman and James Golla. All three of the directors have agreed to resign as directors conditional on closing the Offering in the amount of at least $2,000,000. Mr. Shepherd has agreed to accept an appointment to the Board of Directors on closing of the Offering. John Marsh, David Williams, and Gregory O'Hara, three existing major shareholders of the Company, have also agreed to accept appointment to the Board of Directors or request appointment of other suitable candidates conditional on closing the Offering. All appointments to the Board of Directors are conditional on acceptance by The TSX Venture Exchange and the implementation of acceptable directors and officers insurance for the Company.

About Radiant Energy Corporation

Radiant is the developer and marketer of InfraTek. The InfraTek Deicing System is the only non-glycol based alternative to the conventional pre-flight ground deicing process approved for use by the US Federal Aviation Administration. InfraTek offers savings to airports and airlines by reducing treatment costs and by significantly reducing the negative environmental impact of glycol.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from the registration requirements. 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 the securities in any State in which such offer, solicitation or sale would be unlawful.

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.

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