RGDEF RDX Technologies Corporation (CE)

Ridgeline Executes Definitive Agreement for Sale  

Canadian Environment and GreenFill Divisions

 

Sale is for CDN $ 7.347 Million

 

July 18, 2013 - Calgary, Alberta and Scottsdale, Arizona, - 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 9^th; 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 1^st, 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 1^st, 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.

 

For further information please contact:

 

Dennis M Danzik at Ridgeline Energy Services Inc.

Chief Executive Officer

danzikdirect@danzik.pro (Calgary and Scottsdale)   

 

-        Or -

 

David Waldman at Crescendo Communications

Investor Relations

 (212) 671-1021 (New York)

dwaldman@crescendo-ir.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.?