November 10, 2003
VANCOUVER - Radiant Communications Corp. (“Radiant” or the “Company”) (TSX Venture Exchange: RCX) is pleased to announce it has closed its previously announced private placement offering of 10,000,000 units at a price of $0.40 per unit for gross proceeds of $4 million to Working Opportunity Fund (EVCC) Ltd. (“WOF”), Pacific Venture Fund Limited Partnership (“PVF”) and a group of investors led by Toll Cross Securities Inc. (“Toll Cross”). Each unit consists of one common share and one half of a common share purchase warrant with each whole warrant exercisable into one common share for twenty four months from the date of grant at an exercise price of $0.60 per share.
The common shares and warrants issued pursuant to this financing, including the common shares issuable on the exercise of the warrants, are subject to resale restrictions imposed by securities regulatory authorities and the TSX Venture Exchange expiring on March 8, 2004. The net proceeds of the offering will be used for general working capital to facilitate ongoing growth.
Toll Cross acted as agent to the Company for $2 million of this offering. In consideration, the Company paid Toll Cross a 6% agent’s fee and granted Toll Cross a 5% agent’s warrant based on the portion of this offering they arranged in addition to a corporate finance fee and corporate finance warrant. The agent’s warrant and corporate finance warrant will entitle Toll Cross to purchase up to 250,000 common shares of the Company for twenty four months from the date of grant at an exercise price of $0.60 per share. Toll Cross did not receive any consideration for the investments in this offering made by Working Opportunity Fund (EVCC) Ltd. or Pacific Venture Fund Limited Partnership.
“We are grateful for the high level of support demonstrated by these investment leaders,” said Jim Grey, president and CEO of Radiant. “With this private placement, we have successfully strengthened our working capital and cash resources, while also benefiting from Toll Cross Securities’ expertise in the telecom industry and its access to the institutional investment community in central Canada.”
“We are very excited about Radiant’s future. With the company’s comprehensive IP communication services, its strong management team and its below-average churn rate, we believe Radiant is well-positioned to be a national leader in Canada’s IP technology industry,” said Marc Bouchard, president and CEO of Toll Cross Investments Inc. and Chairman of Toll Cross Securities Inc. “That so many investors wanted to participate in the private placement is evidence that Radiant’s recurring revenue, business model is in line with today’s investment climate.”
As a result of the completion of the financing, WOF now owns an aggregate of 6,210,691 common shares of Radiant and share purchase warrants to acquire up to a further 2,731,078 common shares of Radiant. Assuming the exercise of the warrants, WOF will hold approximately 29% of the issued and outstanding common shares of Radiant, or 21% on a fully diluted basis. WOF has acquired these common shares for investment purposes only. Although it is not anticipated at this time, WOF may make further purchases of common shares of Radiant for investment purposes only.
As a result of the completion of the financing, PVF now owns an aggregate of 2,500,000 common shares of Radiant and share purchase warrants to acquire up to a further 1,250,000 common shares of Radiant, representing approximately 13% of the issued and outstanding common shares of Radiant, or 9% on a fully diluted basis. PVF has acquired these common shares for investment purposes only. Although it is not anticipated at this time, PVF may make further purchases of common shares of Radiant for investment purposes only.
About Radiant
Established in 1996, Radiant Communications Corp. provides a single source for businesses requiring 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 more than 100 employees nationwide.
Radiant has developed an array of advanced Internet solutions designed to help companies harness the power of the Internet. These include high-speed DSL connectivity solutions such as Turbo DSL and secure Virtual Private Networks, high availability web hosting and content management solutions, e-business services, and much more. Radiant has offices in Toronto, Montreal, Calgary, Edmonton and Vancouver.
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.
About Toll Cross
Toll Cross Investments Inc. was formed in 2003 to assist small and medium size Canadian companies in raising capital. Toll Cross Investments Inc. offers advisory services through a team of seasoned company managers and experienced financial professionals. Capital raising activities are carried out through Toll Cross Securities Inc., an IDA and CIPF member and wholly-owned subsidiary of Toll Cross Investments Inc.
To be added to Radiant's distribution lists or receive a copy of the third quarter report, please complete the form on Radiant's web site at http://www.radiant.net/ir_contact.cfm
For further information:
Investors: Robert MacDougall, (604) 692-4526, investorinfo@radiant.net
Media: Donna Gratton, (604) 692-4573, dgratton@radiant.net
This news release is not intended for and should not be disseminated to or read by any resident of the United States or any U.S. person. The securities offered and any securities issuable on exercise thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the “U.S. Securities Act”) and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release shall not constitute and offer to sell or the solicitation of an offer to buy nor shall there by any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor any other regulatory body has reviewed and therefore does not accept responsibility for the adequacy or accuracy of this release.
