RINO
International Corp. Finalizes Waiver and Amendment Agreement
DALIAN, China, April 8
/PRNewswire-Asia-FirstCall/ -- RINO International Corp. (OTC Bulletin
Board: RINO -
News), which
through its subsidiaries and controlled affiliates in the People's Republic of
China (collectively, the "Company" or "RINO"), designs, manufactures, installs
and services proprietary and patented wastewater treatment, desulphurization
equipment, and high temperature anti- oxidation systems for iron and steel
manufacturers in the People's Republic of China ("PRC"), announced today that
the Company entered into a Waiver and Amendment Agreement (the “Amendment
Agreement”) with a majority of the shareholders of the Company’s common stock
issued in the private placement transaction consummated on October 5,2007 (the “Private Financing”). A copy of this Amendment Agreement was filed as
an exhibit on Form 8-K filed by RINO International Corp. with the Securities and
Exchange Commission.
As part
of the Private Financing, on September 27, 2007, the Company and the investors
in the Private Financing and certain other parties entered into (i) Securities
Purchase Agreement, (ii) Registration Rights Agreement, and (iii) Escrow
Agreement.
The
Amendment Agreement amends the relevant provisions of the Securities Purchase
Agreement and the Registration Rights Agreement, respectively, such that (i) no
amount of liquidated damages shall have been incurred and payable to the
investors due to the late appointment of independent directors, (ii) the
liquidated damages incurred due to the late effectiveness of the registration
statement shall be paid in the form of shares of the Company’s common stock of
up to 192,045 shares, valued at $4.48 per share, or, at the election of each
investor, in cash of (up to an aggregate of $860,362 to all investors), each as
provided in the Amendment Agreement, and (iii) the Escrow Agreement to reflect
the amendments made to the Securities Purchase Agreement with regard to the
distribution of the Board Holdback Escrow. If shares are received, the share
certificates will bear a restrictive legend. Such shares will not be registered
under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements.
In
addition, RINO agreed to hire a chief financial officer who is an expert in US
GAAP and auditing procedures and compliance for US public companies within three
months of the finalizing of these agreements. If the company fails to
comply it agrees to pay additional liquidated damages in the amount of 96,023
common shares, or $430,181 in cash, at the election of the investors who
participated in the Private Financing.
About
RINO International Corporation
RINO
International Corporation, through its direct and indirect subsidiaries,
including Innomind Group Limited and Dalian Innomind Environment Engineering
Co., Ltd., its contractually-controlled affiliate, Dalian RINO Environmental
Engineering Science and Technology Co., Ltd. ("Dalian Rino"), with Dalian Rino
Environmental Project Design Co., Ltd. and Dalian Rino Environmental
Construction & Installation Project Co., Ltd. as two wholly-owned
subsidiaries of Dalian Rino, is a leading provider of environmental protection
equipment for the iron and steel industry in China. Specifically, RINO designs,
manufactures, installs and services proprietary and patented wastewater
treatment, flue gas desulphurization equipment, and high temperature
anti-oxidation systems, which are all designed to reduce either industrial
pollution and/or improve energy utilization. RINO's manufacturing facility
maintains the ISO 9001 Quality Management System and ISO 14001 Environment
Management System certifications, in addition to receiving numerous government
and industry awards.
Cautionary
Statement Regarding Forward-Looking Information
Certain
statement in this press release may contain forward-looking information about
the Company. Forward-looking statements are statements that are not historical
facts. These statements can be identified by the use of forward-looking
terminology such as "believe,""expect,""may,""will,""should,""project,""plan,""seek,""intend," or "anticipate" or the negative thereof or comparable
terminology, and statements which may include discussions of strategy, and
statements about industry trends future performance, operations and products of
each of the entities referred to above. Actual performance results may vary
significantly from expectations and projections as a result of various factors,
including, without limitation, the risks set forth "Risk Factors" contained in
the Company's Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and
the Company’s Prospectus dated October 2, 2008.