January 20, 2005
Pender Growth Fund, Working Opportunity Fund and Pacific Venture Fund invest in the future of IP Network Solutions
(Vancouver, BC) – Radiant Communications Corp. (“Radiant” or the “Company”) (TSX Venture Exchange: RCX), one of Canada’s largest independent providers of IP-based data communications and Internet services, announced today that it has completed a $2.75 million tranche of its private placement of convertible unsecured debentures. The details of the private placement were previously announced on December 15, 2004. In addition to the debentures, the Company issued 6,630,554 common share purchase warrants, each of which is exercisable to acquire one common share at a price of $0.60 for a period of two years. The net proceeds will be used for working capital and general corporate purposes.
The securities were purchased by Pender Growth Fund (VCC) Inc., Working Opportunity Fund (EVCC) Ltd. and Pacific Venture Fund Limited Partnership, all of which are existing shareholders of the company. The securities are subject to a four month hold period expiring May 20, 2005.
"This is an excellent sign of support from our shareholder base and a nice way to kick off an exciting new year of continued growth,” said Jim Grey, Radiant’s President and CEO. “We look forward to another great year of bringing cost effective solutions to Canadian businesses from coast to coast. This funding will help us maintain our market leadership in the managed IP networks sector. Radiant is one of Canada’s largest independent IP solution providers and we will continue to work with new and existing customers and ensure that our network, products and services remain the national benchmark for quality and performance."
This tranche forms part of a larger private placement of debentures and warrants upon the same terms and conditions, as previously announced by the Company. The Company has, subject to regulatory approval, increased the maximum size of the private placement from $5 million principal amount of convertible debentures to $7 million principal amount of debentures.
The financing constitutes a related party transaction under the policies of the TSX Venture Exchange and applicable securities laws as one of the participants in the financing is an insider of the Company holding in excess of 10% of the issued and outstanding shares of Radiant. The Company has relied on exemptions from the valuation and majority of minority approval requirements for related party transactions under the policies of the TSX Venture Exchange and applicable securities laws.
As a result of the completion of the financing, Pender Growth Fund (VCC) Inc. (“Pender”) now owns an aggregate of 1,250,000 common shares of Radiant and share purchase warrants to acquire up to a further 2,013,888 common shares of Radiant and a $1,250,000 principal amount convertible debenture which may be converted to acquire up to 2,777,777 common shares of Radiant, representing, assuming the full exercise of the warrants and full conversion of the convertible debenture, approximately 18% of the issued and outstanding common shares of Radiant. Pender has acquired these securities for investment purposes only. Although it is not anticipated at this time, Pender may make further purchases of securities of Radiant for investment purposes only.
As a result of the completion of the financing, Pacific Venture Fund Limited Partnership (“PVF”) now owns an aggregate of 2,500,000 common shares of Radiant, share purchase warrants to acquire up to a further 2,083,333 common shares of Radiant and a $750,000 principal amount convertible debenture which may be converted to acquire up to 1,666,666 common shares of Radiant, representing, assuming the full exercise of the warrants and full conversion of the debenture, approximately 19.5% of the issued and outstanding common shares of Radiant. PVF has acquired these securities for investment purposes only. Although it is not anticipated at this time, PVF may make further purchases of securities of Radiant for investment purposes only.
As a result of the completion of the financing, Working Opportunity Fund (EVCC) Ltd. (“WOF”) now owns an aggregate of 6,210,691 common shares of Radiant, share purchase warrants to acquire up to a further 4,470,833 common shares of Radiant and a $750,000 principal amount convertible debenture which may be converted to acquire up to 1,666,666 common shares of Radiant, representing, assuming the full exercise of the warrants and full conversion of the debenture, approximately 35.9% of the issued and outstanding common shares of Radiant. WOF has acquired these securities for investment purposes only. Although it is not anticipated at this time, WOF may make further purchases of securities of Radiant for investment purposes only.
ABOUT RADIANT COMMUNICATIONS
Established in 1996, Radiant Communications Corp. (www.radiant.net) provides a single source for businesses requiring IP data communications services, high-speed Internet connectivity, network security, web hosting, web development and marketing services. The company currently serves over 10,000 business customers primarily in Canada and the United States with a team of 125 employees nationwide. Radiant has offices in Toronto, Montreal, Calgary, Edmonton and Vancouver.
ABOUT PENDER GROWTH FUND (VCC) INC.
Pender Growth Fund (VCC) Inc. is an established, diversified venture capital fund that invests in technology companies within the province of British Columbia with the objective of long-term capital appreciation. Pender Growth Fund is now the first fund of its kind in British Columbia to focus specifically on expansion and restructuring opportunities within the technology sector that offer investors the potential for liquidity through either existing public listings or near term liquidity events. Pender Growth Fund is an investment vehicle with significant tax incentives for retail investors to participate in the recovery and growth of the British Columbia technology sector. The Fund has approximately $16 million of assets under management.
ABOUT WORKING OPPORTUNITY FUND
Working Opportunity Fund (EVCC) Ltd. is British Columbia's largest venture capital fund located at Suite 2600 - 1055 West Georgia Street, PO Box 11170, Vancouver, British Columbia, V6E 3R5. GrowthWorks Capital Ltd. is the manager of Working Opportunity Fund (EVCC) Ltd.
ABOUT PACIFIC VENTURE FUND
Pacific Venture Fund Limited Partnership is a venture capital fund located at Suite 2600 - 1055 West Georgia Street, PO Box 11170, Vancouver, British Columbia, V6E 3R5. GrowthWorks General Partner Ltd. is the general partner of Pacific Venture Fund Limited Partnership.
For More Information
Investors & Media: Chuck Leighton, CFO, 604-692-4531, cleighton@radiant.net
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release
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