VANCOUVER,
Jan. 13, 2014 /CNW/ - Lignol Energy
Corporation (TSXV: LEC) ("LEC" or the "Company"), has agreed to
acquire all of the outstanding and issued ordinary shares of
Territory Biofuels Limited ("TBF") and thereby increase its
ownership of TBF from 55% to 100%. TBF owns the largest
biodiesel plant in Australia with
an annual capacity of 140 million liters with plans to re-start
operations in the second half of 2014.
LEC's offer to acquire all of the 4,771,367
outstanding ordinary TBF shares owned by other TBF shareholders, in
exchange for the issue of 2.5 LEC common shares for each TBF
ordinary share, will result in the issue of an additional
11,928,419 common shares of LEC. LEC's offer has been
accepted by all of TBF's remaining shareholders and is subject to
TSX Venture Exchange approval. The closing of this
acquisition is expected to be completed on or before January 31, 2014, at which time TBF will become a
wholly owned subsidiary of LEC.
Upon the closing of the transaction, the total
number of LEC issued and outstanding shares will be 164,019,087
(227,992,425 on a fully diluted basis).
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 release.
About Territory Biofuels Limited
TBF owns a large scale biorefining facility
located in Darwin, Northern Territory which includes a
Lurgi-designed biodiesel plant and the largest glycerine refinery
in Australia. The facility was
commissioned in 2008 at a cost of A$80
million, along with 38 million litres of related tankage,
now leased by TBF. The biodiesel plant is the largest in
Australia with a rated capacity of
140 million litres per year. The plant was originally built to run
on palm oil and food-grade vegetable oil, however the plant was
shut down in 2009 due to challenging technical and economic
conditions. TBF is in the process of raising funds to
restart the existing facility utilizing environmentally certified,
Refined Bleached & Deodorized (RBD) palm oil. In 2015,
TBF plans to integrate new feedstock pre-treatment technologies and
catalysts to process a broader range of feedstocks such as lower
quality tallow, used cooking oil and palm sludge oil; a waste
product from palm oil mill extraction.
About Lignol Energy Corporation
("LEC")
Lignol Energy Corporation is an emerging
producer of biofuels, biochemicals and renewable materials from
waste. LEC owns 100% of Lignol Innovations Ltd. ("LIL"), 55% of
Territory Biofuels Limited prior to the transaction described
above, 21% of Australian Renewable Fuels Limited ("ARW"), 51% of
Neutral Fuels (Melbourne) Pty Ltd
("Neutral Fuels Melbourne") and 20% of Neutral Fuels Parent Company
Ltd ("Neutral Fuels"). The Company intends to invest in, or
otherwise obtain, equity interests in energy related projects,
which have synergies with the Company and have the potential to
generate near term cash flow. Further information is available on
the Company's website at www.lignol.ca.
Caution concerning forward-looking
statements:
Certain statements contained in this document
may constitute forward-looking information within the meaning of
applicable securities laws. Such forward-looking statements or
information include, without limitation, statements or information
about the purchase of ordinary shares of TBF from the other TBF
shareholders, TBF's ability to finance, restart and profitably
operate its 140 million liter per year biodiesel plant and
glycerine refinery. Often, but not always, forward looking
statements or information can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes" or variations
of such words and phrases or words and phrases that state or
indicate that certain actions, events or results "may", "could",
"would", "might" or "will" be taken, occur or be achieved.
Such statements or information reflect LEC's
current views with respect to future events and are subject to
certain risks, uncertainties and assumptions including, without
limitation, LEC's ability to raise additional capital to fund
operations and to support the capital requirements of its
affiliates, TBF may in the future issue shares in connection with
the raising of capital or the repayment of debt or other
obligations, which could result in LEC owning less than 100% of
TBF, TBF's ability to successfully operate the Darwin facility and
to generate revenues and cash flow, TBF's ability to integrate new
pretreatment technologies and catalysts to facilitate the
processing of a broad range of lower cost feedstocks, LEC's ability
to continue as a going concern and to raise additional financing to
fund the operations of LEC and LIL, to support the financing
requirements of TBF and LEC's planned investment in Neutral Fuels,
Neutral Fuels and Neutral Fuels Melbourne's ability to maintain a
profitable working relationship with McDonald's restaurants, LEC's
ability to invest in, or otherwise obtain, equity interests in
energy related projects which have technical and commercial
synergies with the Company and which have the potential to generate
future dividends and near term cash flow, the requirements of the
potential effect of changes in government policy relating to the
environment, and incentives for renewable fuels, the potential
impact of changes in the prices of feedstock and the market price
of liquid fuels including biodiesel, ethanol and renewable
chemicals, the ability of LEC and its affiliates to generate future
profits and to pay dividends, and to meet increasing regulatory
requirements, LIL's ability to finance and complete the development
of a commercial project, LIL's ability to develop products and to
obtain off-take agreements, LEC's reliance on publically available
information of ARW in its evaluation of its acquisition of shares
in ARW, the potential inability to divest the ARW ordinary shares
due to modest trading volumes, the potential inability to divest
the ordinary shares LEC owns of TBF, the ability of ARW and Neutral
Fuels to market their products and to meet relevant regulatory
requirements, the estimated cost of any future TBF capital
investment, the fluctuation of biodiesel and feedstock prices, and
the effect of changes in government policy relating to the
environment.
Many factors could cause LEC's actual
results, performance or achievements to be materially different
from any future results, performance or achievements that may be
expressed or implied by such forward looking statements or
information, including among other things, financial market
conditions which will impact LEC's ability to finance its
operations and to meet future capital and investment requirements,
the demand for the market price of liquid fuels including gasoline,
biodiesel, ethanol, the market price and demand for renewable
chemicals, risks relating to the protection of technology from
infringement and those risk factors which are discussed elsewhere
in documents that LEC files from time to time with securities and
other regulatory authorities. Should one or more of these risks or
uncertainties materialize, or should assumptions underlying the
forward-looking statements or information prove incorrect, actual
results may vary materially from those described herein as
intended, planned, anticipated, believed, estimated or expected.
Except as required by law, LEC expressly disclaims any intention or
obligation to update or revise any forward looking statements and
information whether as a result of new information, future events
or otherwise. All written and oral forward-looking statements and
information attributable to us or persons acting on our behalf are
expressly qualified in their entirety by the foregoing cautionary
statements.
SOURCE Lignol Energy Corporation