Radiant Resources Inc.

Radiant Resources Inc.

January 29, 2008 10:14 ET

Radiant Resources Completes Acquisition of Alliance Pacific Resources

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 29, 2008) -


Radiant Resources Inc. ("Radiant") (TSX VENTURE:RRS) is pleased to announce that it has successfully acquired all of the issued and outstanding securities of Alliance Pacific Resources Inc. ("Alliance Pacific") pursuant to the previously announced plan of arrangement under the Business Corporations Act (Ontario). The transaction is considered a reverse takeover of Radiant under the policies of the TSX Venture Exchange ("Exchange").

The arrangement was approved by the shareholders of Alliance Pacific at a meeting of shareholders held on December 17, 2007 and received final acceptance from the Exchange on January 25, 2008.

As of the opening of trading on January 29, 2008, the common shares of Radiant will trade on Tier 2 of the Exchange under the symbol "RRS".

Under the plan of arrangement, Alliance Pacific and APR Acquisition Corporation, a wholly-owned subsidiary of Radiant, were amalgamated to form Alliance Pacific Resources Corporation ("APR"). APR, as a wholly-owned subsidiary of Radiant, will carry on the business of Alliance Pacific.

Alliance Pacific was incorporated in 1997 to conduct exploration and mining in the People's Republic of China. Under a joint venture agreement finalized in January 2005, Alliance Pacific was granted the right to explore, obtain exploration licenses and produce in the Autonomous Region of Xinjiang in northwestern China. The joint venture currently holds within the cooperation area four exploration permits. APR holds a 51% interest in the joint venture, with Xinjiang Baodi Mining Co., Ltd., an arm of the Xinjiang Bureau of Geology, Mineral Resources and Exploration, holding the remaining 49%. APR can increase its interest in the joint venture to 90% by making additional contributions to the joint venture.

All of the directors and officers of Radiant, excluding Richard W. Hughes, resigned effective January 1, 2008. Management of Alliance Pacific will continue as management of Radiant and APR, including, Stephen J. Hodges, President and Chief Executive Officer, Enrico Visentini, Chief Financial Officer, and Ximo (Simon) Fan, Vice-President, Explorations. David J. Pyper has been appointed Chairman of the Board of Radiant and APR.

The directors of Radiant and APR are Stephen J. Hodges, Ximo (Simon) Fan, Richard W. Hughes, Robert W. Jackson and David J. Pyper.

Former shareholders of Alliance Pacific received 0.917082 of one common share of Radiant (subject to rounding adjustments) for each common share of Alliance Pacific exchanged under the plan of arrangement. Radiant issued a total of 25,699,062 common shares upon the exchange of securities of Alliance Pacific. In addition, outstanding warrants and options of Alliance Pacific were exchanged for comparable securities of Radiant at the same exchange ratio.

Also as previously announced, Radiant has agreed to issue 200,000 common shares to Silver Standard Resources Inc. for costs incurred in providing rent, overhead and administrative and technical services accrued during the period from September 1, 2001 to October 2005.

After giving effect to the transaction and the issuance of shares to Silver Standard Resources Inc., Radiant has outstanding 30,044,985 common shares, 477,863 Series A warrants, 4,451,287 Series B warrants, 4,256,314 Series C warrants, 91,704 broker warrants, 404,663 compensation options and 1,834,164 stock options. Each Series A warrant is exercisable for one common share of Radiant, at $0.45 per share, until January 30, 008. Each Series B warrant is exercisable for one common share of Radiant, at $0.50 per share, until January 1, 2010. Each Series C warrant is exercisable for one common share of Radiant, at $0.55 per share, until October 15, 2008. Each broker warrant is exercisable for one common share of Radiant, at $0.40 per share, until June 21, 2009. Each compensation option is exercisable for one unit consisting of one common share of Radiant and one Series B Warrant, at $0.40 per unit, until January 1, 2010. The stock options are exercisable at prices ranging from $0.40 to $0.50 per share and expire on various dates between March 30, 2008 and February 1, 2010.

All of the Radiant common shares held by former directors, officers and other principals of Alliance Pacific will be held in escrow under an Exchange value security escrow arrangement and will be released over a 36 month period, unless such release is accelerated in accordance with the Exchange's policies.

To the knowledge of management of Radiant, the only holders, directly or indirectly, of 10% or more of the common shares of Radiant after giving effect to the transaction are Keith N. Spence (approximately 12.24%; approximately 8.29% fully-diluted) and RAB Special Situations (Master) Fund Ltd. (approximately 22.44%; approximately 16.19% fully-diluted).

Additional details regarding the transaction are available in the filing statement dated September 29, 2007 of Radiant which has been filed with the Exchange and is available on SEDAR at www.sedar.com.

This release does not constitute an offer for sale of securities in the United States. The securities being offered have not, nor will be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United Sates or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements.

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.

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