$$ Verdium Corp. Rekordhandelsvolumen! $$
aber 27% plus!
Effective April 13, 2006, Veridium entered into a Securities Purchase Agreement with Cornell Capital Partners, LP, under which Cornell purchased a Convertible Debenture in the amount of $4,400,000. The Debenture was issued as of April 13, 2006. Cornell paid the $4,400,000 purchase price on April 19, 2006.
The conversion price of the Debenture shall be equal to the lesser of $0.10 per share or the average of the three lowest closing market prices of the Company's Common Stock for the thirty days preceding conversion. Cornell will be entitled to convert the Debenture on the basis of the conversion price into Veridium common stock, provided that Cornell cannot convert into shares that would cause Cornell to own more than 4.9% of Veridium's outstanding common stock.
The Debenture will bear interest at 5% per annum. Accrued interest and the principal amount will be payable on April 1, 2009. Veridium's obligations under the Debenture are secured by a pledge of all of its assets, subject to Cornell's agreement to subordinate its security interest to any line of credit that Veridium obtains from a bank or other financial institution. The proceeds of the Debenture may only be used by Veridium to support the deployment by Veridium's wholly owned subsidiary, Veridium Industrial Design Corporation ("VIDC"), of its various technologies, specifically including VIDC's Corn Oil Extraction and CO2 BioReactor technologies.
Veridium will pay a commitment fee of $400,000 and a $55,000 structuring fee to Yorkville Advisors Management, LLC. Accordingly, Veridium will receive net proceeds of $3,945,000 upon issuance of the Debenture. Veridium will also issue to Cornell a five year Warrant to purchase 10,000,000 common shares at $0.10 per share, a five year Warrant to purchase 10,000,000 common shares at $0.15 per share, a five year Warrant to purchase 10,000,000 common shares at $0.20 per share, a five year Warrant to purchase 20,000,000 common shares at $0.25 per share, and a five year Warrant to purchase 25,000,000 common shares at $0.50 per share.
Veridium agreed to file with the Securities and Exchange Commission a registration statement to enable Cornell to resell to the public the common stock issuable on conversion of the Debenture and the common stock issuable on exercise of the Warrants.
Item 9.01 Financial Statements and Exhibits
Exhibits:
10-a Securities Purchase Agreement effective April 13, 2006 among Veridium
Corporation and Cornell Capital Partners LP
10-b Form of Convertible Debenture due April 2008
10-c Security Agreement effective April 13, 2006 between Veridium
Corporation and Cornell Capital Partners LP
10-d Form of Warrant to Purchase Common Stock to be issued to Cornell
Capital Partners
Thursday April 20, 10:48 am ET
NEW YORK--(BUSINESS WIRE)--April 20, 2006--Veridium Corporation (OTC Bulletin Board: VRDM - News) today announced its receipt of an order from Ethanol Africa for the use of Veridium's patent-pending Corn Oil Extraction System(TM) at Ethanol Africa's new Bothaville, South Africa ethanol production facility.
Veridium's proprietary new Corn Oil Extraction Systems(TM) extract high grade corn oil from an ethanol by-product called distillers dried grain ("DDG"). Veridium's technology has the capability of removing up to 75% of the corn oil from within the DDG in two stages.
The first stage extracts 1.1 to 1.3 million gallons per year and corresponds to about 30% of the corn oil in the DDG for a 40 million gallon per year facility. The second stage of the Veridium technology recovers another 30% to 45% of the corn oil in the DDG, corresponding to another 1.2 to 2.2 million gallons of corn oil per year out of a 40 million gallon per year ethanol facility. 3 million gallons per year of high grade corn oil converts to 3 million gallons per year of biodiesel. This equates to a 7% increase in fuel production out of a 40 million gallon per year ethanol facility, and a significant increase in plant productivity out of the plant's existing infrastructure.
The new Ethanol Africa order is for the first stage of Veridium's technology and the system is expected to be installed in line with the onset of operations at Ethanol Africa's new Bothaville, South Africa ethanol production facility later this year. Ethanol Africa is headquartered in Bothaville, South Africa, and intends to build eight 40 million gallon per year ethanol production facilities.
"Rising fuel prices and greenhouse gas emissions are global issues, and we are hopeful that this order will be our first of many such international orders for our ethanol process technologies," said David Winsness, chief executive officer of Veridium's industrial design division. "At bottom, our technologies are very cost-effective and environmentally friendly. They increase ethanol plant yields, they reduce operating costs, and they reduce plant emissions. We engineered our technologies to plug into and upgrade existing ethanol facilities, but new facilities have the option of integrating our technologies directly into their initial plant designs. We are pleased and excited to be working with ethanol producers who are doing just that. Ethanol Africa is progressive company and we are grateful for the opportunity to work with them on their first and future ethanol facilities."
About Veridium's Corn Oil Extraction System(TM)
Currently, the majority of ethanol production is based on a dry milling technique that utilizes more than 1 billion bushels of corn to produce 3 billion gallons per year of ethanol (Fuel #1). The dry mill process converts the starch from the kernel of corn into sugar and then the sugar into ethanol. The balance of the corn (non-starch components) then goes through a dewatering and dehydration process where the byproduct is sold as a commercial feed ingredient called distillers dried grain ("DDG"). DDG contains the majority of the corn oil that was present in the kernel. Today, the 1 billion bushels of corn currently used in the dry mill ethanol process contain roughly 300 million gallons of corn oil that is currently sold for about $0.03 per pound as commercial feed. The new Veridium technology presents another option - cost effective conversion into Biodiesel (Fuel #2).
Veridium's Corn Oil Extraction System(TM) offers the following compelling benefits for ethanol producers:
Low Operating Costs - the system requires less than $0.05 per gallon of corn oil produced;
High Recovery Rates - the technology is capable of recovering up to 75% of the corn oil within the DDG;
Increased Revenue - the corn oil extracted with Veridium's technology is readily amenable to refining into biodiesel fuel which creates a new revenue stream for participating ethanol facilities;
Reduces Current Operating Costs and Emissions - Veridium's technology improves the drying efficiency of the DDG which in turn reduces overall plant operating costs and emissions; and,
Low Capital Cost - Veridium's oil extraction methods have a capital cost of less than 15% of traditional corn oil extraction methods.
Pictures and video of the new Veridium technology are available online at www.veridium.com - this system is in use today and efficiently recovers corn oil from concentrated thin stillage.
About Veridium Corporation
Veridium Corporation (OTC Bulletin Board: VRDM - News) is a publicly traded industrial waste recycling company and holds the rights to more than a dozen proprietary universal processing, water purification, emissions control and waste recycling technologies.
Veridium's business model is based on the engineering and marketing of green innovations and processes that enhance manufacturing efficiencies, improve resource utilization and minimize waste. Veridium's mission is to deliver consumer oriented Natural Solutions(TM) based on an array of green technologies and applied engineering expertise that reduce waste at the source and make it easier for people and businesses to recycle and reuse resources. Veridium plans to focus on the continued acquisition, development and marketing of benchmark green technologies and products that accomplish the following key goals:
Reduce the volume of waste generated by residential and commercial consumers;
Increase the convenience and decrease the cost of recycling by residential and commercial consumers; and,
Increase the cost-efficiency of processing certain types of industrial wastes.
Veridium is about 70% owned by GreenShift Corporation (OTC Bulletin Board: GSHF - News), a publicly traded company whose mission is to develop and support companies and technologies that facilitate the efficient use of natural resources and catalyze transformational environmental gains.
Safe Harbor Statement
This press release contains statements, which may constitute "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief or current expectations of Veridium Corporation, and members of their management as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-statements include fluctuation of operating results, the ability to compete successfully and the ability to complete before-mentioned transactions. The company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
Contact:
Veridium Corporation
Investor Relations, 888-870-9197 ext. 291
Fax: 646-792-2636
investorrelations@veridium.com
www.veridium.com
or
CEOcast, Inc. for Veridium
Ed Lewis, 212-732-4300
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Source: Veridium Corporation