April 16, 2010 (Vancouver, BC) – Radiant Communications Corp. (the “Corporation”) (TSX-V: RCN), Canada's leading supplier of Broadband Solutions for Business™, is pleased to announce the closing of the two non-brokered private placements of common shares of the Corporation (the “Common Shares”) previously announced on April 7, 2010. The Corporation issued 1,550,000 Common Shares to Maxam Opportunities Fund LP and Maxam Opportunities Fund (International) LP (collectively, “Maxam”) at an issue price of $1.00 per Common Share (the “Maxam Private Placement”) and a further 2,650,000 Common Shares to Pender Growth Fund (VCC) Inc. (“PenderFund”) at an issue price of $1.00 per Common Share (the “Pender Private Placement”) for aggregate gross proceeds of $4.2 million.
Under the terms of the Maxam Private Placement, the Corporation has also appointed to the Board of Directors of the Corporation Mr. Johnny Ciampi, the Managing Partner of Maxam Opportunities GP Ltd., to hold office for a term expiring not later than the close of the next annual meeting of shareholders of the Corporation.
Concurrently with the Maxam Private Placement, Maxam purchased 1,650,641 Common Shares from PenderFund at a price of $1.00 per Common Share and an aggregate of 1,700,000 Common Shares from Pacific Venture Fund Limited Partnership and Working Opportunity Fund (EVCC) Ltd. at a price of $1.00 per Common Share.
As previously announced, for a period of 90 days following the closing of the Maxam Private Placement, the Corporation may, in its sole discretion, determine to offer up to 2,000,000 Common Shares on a best efforts agency basis (the “Offering”). In connection with the Offering, Maxam has agreed to acquire any unallocated Common Shares remaining unsold in the Offering at a maximum price of $1.00 per Common Share (the “Maxam Backstop”), subject to the policies of the TSX Venture Exchange (the “Exchange”) and applicable regulatory approval. In consideration for the Maxam Backstop, the Corporation issued to Maxam 200,000 warrants (the “Maxam Warrants”) at the time of closing of the Maxam Private Placement to purchase an equal number of Common Shares at the price of $1.20 per Common Share for a period of three years following the closing of the Maxam Private Placement.
The Corporation intends to use the proceeds of the Maxam Private Placement and the Pender Private Placement (together, the “Private Placements”) and, if undertaken, the Offering to fund potential acquisitions and the roll-out by the Corporation of Ethernet First Mile equipment across Canada.
With the completion of the Private Placements, the Corporation currently has 15,125,664 Common Shares issued and outstanding. Following the completion of the Private Placements and the further purchases of Common Shares by Maxam, Maxam now owns 4,900,641 Common Shares, representing approximately 32.4% of the issued and outstanding Common Shares, PenderFund now owns 2,650,000 Common Shares, representing approximately 17.5% of the issued and outstanding Common Shares, and Working Opportunity Fund (EVCC) Ltd. now owns 2,039,462 Common Shares, representing approximately 13.5% of the issued and outstanding Common Shares. Under the rules of the Exchange, Maxam is now a control person of the Corporation. Prior to the closing of the Maxam Private Placement and as required by the policies of the Exchange, the Corporation received written consent from shareholders of the Corporation holding 5,505,336 Common Shares of the Corporation, representing 50.4% of the issued and outstanding Common Shares prior to the closing of the Private Placements.
Information Concerning Maxam
Maxam is comprised of two private equity funds focused on structured investments in mid-market companies, with approximately $100 million of committed capital under management. Maxam targets investments in a variety of complex situations, including non-core asset divestitures, management-led buyouts, recapitalizations, distressed debt, bridge loans and public market investing. Further information about Maxam can be found at www.maxamcapitalcorp.com.
In operation since 1996, the Corporation currently serves over 20,000 business locations in Canada and the United States from its offices in Vancouver, Toronto, Montreal, Calgary, and Edmonton.
Headquartered in Vancouver, Canada, Radiant Communications (www.radiant.net) provides businesses across Canada with the most comprehensive and innovative suite of data communications and cloud computing services: the largest on-net DSL footprint across Canada & the U.S., T1 and E10/E100 fibre broadband, MPLS private networking, and AlwaysThere Cloud Computing services. Over 40% of Canada’s largest retail chains and thousands of other small- to mid-sized businesses depend on Radiant solutions for their mission-critical data networks and enterprise-level applications.
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Broadband Solutions for Business and AlwaysThere are registered trademarks of Radiant Communications Corp. All other trademarks, service marks, registered trademarks, or registered service marks are the property of their respective owners.
This press release may contain forward-looking statements, including statements regarding the business and anticipated financial performance of the Corporation, which involve risks and uncertainties. These risks and uncertainties may cause the Corporation's actual results to differ materially from those contemplated by the forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures, the growth rate of the Internet and telecommunications concerns, constantly changing technology and market acceptance of the Corporation’s products and services. Investors are also directed to consider the other risks and uncertainties discussed in Corporation's required financial statements and filings. All other companies and products listed herein may be trademarks or registered trademarks of their respective holders.
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