Sale is for CDN $ 7.347
Million
CALGARY, AB and
SCOTTSDALE, AZ, July 18, 2013 /CNW/ - Ridgeline Energy Services
Inc. ("Ridgeline" or the "Company") (TSXV: RLE, OTCQX: RGDEF,
FSE: RL7) a technology driven company operating in the waste
water industry announces the execution of an Definitive Purchase
Agreement ("DA") to sell both of its Canadian Environmental
Services and Greenfill business divisions to Ridgeline Canada, Inc.
of Calgary.
Ridgeline is pleased to announce subject to
approval of the TSXV the execution of the DA to sell ("Sale") all
of its Canadian Environmental ("Consulting") and GreenFill soils
treatment ("GreenFill") business divisions to Ridgeline Canada,
Inc. (RCI) of Calgary. The DA
includes both operating divisions based in Canada. The divisions known as Ridgeline
Environment and Ridgeline GreenFill will be operated as a private
company. Ridgeline Canada, Inc. will also become the
exclusive representative for waste water treatment in Canada for the oil and gas industry.
In summary, the terms of the transaction are as
follows; 1) A $ 1,000,000.00 initial
payment was made to the company today; 2) An additional
$ 1,000,000.00 will be paid in
additional earnest monies no later than August 9th; 3) $2,500,000 in a debt instrument at 6% interest
and 4) The immediate assumption by RCI of $
2,846,739.00 in vendor and overhead debt by RCI. The terms
of the agreement also afford RCI the option of paying a total of
$ 4,000,000.00 in cash prior to
Closing and earn a discount of $
500,000.00 on the purchase price.
The sale of the Consulting and GreenFill will
also signal the change of the name of Ridgeline Energy Services,
Inc. and Ridgeline Energy Services (USA), Inc. to RDX Technologies Corporation on
August 1st, 2013.
Dennis M. Danzik CEO stated "The sale of
Consulting and GreenFill marks a bittersweet moment in the long
history of Ridgeline. The legacy environmental Consulting business
will continue to thrive and grow, with many of the current
management staying with the both the Consulting and GreenFill
divisions. We wish Ridgeline Canada all the best in the future. As
our exclusive representatives for waste water treatment for the oil
and gas industry, we will be working closely with the RCI team to
continue growth in waste water opportunities as they arise."
The Company expects to close the transaction by
August 31, 2013 or earlier subject to
required regulatory approvals. During time between now and closing
RCI is operating the Canadian operations effective since
July 1, 2013 with all revenues,
liabilities and expenses being assumed by RCI.
The Ridgeline and GreenFill names and trade
names will transfer with the Sale of the divisions. The Company had
a name change approved at its last Annual General Meeting and will
become RDX Technologies Corporation on August 1st, 2013.
About Ridgeline Energy Services Inc.
Ridgeline Energy Services Inc. is
a technology driven water treatment company. The Company trades on
the TSX Venture Exchange under the symbol "RLE" and the OTCQX as
"RGDEF". Also traded on the FSE (Frankfurt) as "RL7". Additional information is
available on the Company's website
at: www.ridgelinecanada.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Dennis M Danzik
Dennis M Danzik
Director and Chief Executive Officer
"Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this news release. This news release
may contain forward-looking statements. Forward-looking statements
address future events and conditions and therefore, involve
inherent risks and uncertainties. Actual results may differ
materially from those currently anticipated in such statements.
Such information is subject to known and unknown risks,
uncertainties and other factors that could influence actual results
or events and cause actual results or events to differ materially
from those stated, anticipated or implied in the forward-looking
information. Readers are cautioned not to place undue
reliance on forward-looking information, as no assurances can be
given as to future results, levels of activity or
achievements."
SOURCE Ridgeline Energy Services Inc.