Summus Capital Corp.

October 19, 2010 18:26 ET

Summus Terminates Share Purchase Agreement with ReNvision Biofuels Inc.

CALGARY, ALBERTA--(Marketwire - Oct. 19, 2010) - Summus Capital Corp. ("Summus" or the "Corporation") (TSX VENTURE:SS.P) announced today that it has terminated the share purchase agreement dated December 23, 2009, as amended by amending agreements dated effective April 13, 2010 and June 24, 2010, among Summus, ReNvision Biofuels Inc. ("ReNvision") and the shareholders of ReNvision in connection with the proposed acquisition by Summus of the outstanding common shares of ReNvision (the "Share Purchase Agreement"), due to the failure by Summus to complete an equity financing in the timeframe contemplated in the Share Purchase Agreement. As a result, Summus has notified the Alberta Securities Commission that it wishes to withdraw its preliminary short form prospectus dated June 25, 2010 from continued review as it does not intend to proceed with such financing.

Consequently, Summus will not complete its qualifying transaction with ReNvision as contemplated in the Share Exchange Agreement (as previously announced on December 23, 2009) (the "Transaction"). In addition, the resolution approved by Summus' shareholders at the annual general and special meeting of Summus shareholders held on September 21, 2010, regarding the change of Summus' name to ReNvision Biofuels Corporation will not be carried out. Trading in Summus' shares was halted on November 6, 2009 in accordance with the policies of TSX Venture Exchange ("TSXV") pending completion of the Transaction.

Summus' deadline to complete a qualifying transaction, in accordance with the rules and policies of the TSXV, is currently October 20, 2010. Summus does not anticipate it will have sufficient time to complete an alternative qualifying transaction in the remaining time permitted by the TSXV and as such, Summus expects its shares will be suspended from the TSXV on or about October 21, 2010. At the annual general and special meeting of Summus shareholders held on September 21, 2010, disinterested shareholders of Summus approved the transfer of Summus' listing to the NEX trading board of the TSXV (the "NEX") as well as approving the cancellation of an amount of seed shares purchased by directors and officers of Summus so that the average cost of the remaining seed shares is at least equal to $0.20, the price at which Summus conducted its initial public offering. Prior to completing its initial public offering, Summus issued 1,100,000 Common Shares, as seed shares, to directors and officers at a price of $0.10 per share for gross proceeds of $105,000. As a result, Summus expects to cancel 550,000 shares previously issued to directors and officers. Summus expects to effect such cancellations and make an application to list its Common Shares on the NEX shortly.

Provided the Common Shares are listed on the NEX, Summus intends to pursue new opportunities and seek other qualified candidates with a view of completing a qualifying transaction in the future.

Cautionary Statements

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 Summus' de-listing from the TSXV, cancellation of seed shares and listing on the NEX 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 or uncertainties with regulatory approvals, including that of the TSXV. There are uncertainties inherent in forward-looking information, including factors beyond Summus' control. 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

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