Transaction Continues Company Goal to Restructure its Balance Sheet Without Dilution

LAFAYETTE, La., Dec. 13, 2017 (GLOBE NEWSWIRE) -- RedHawk Holdings Corp. (OTCQB:IDNG) (“RedHawk” or the “Company”) announced today that it has received a favorable order from the Circuit Court of the Twelfth Judicial Circuit Court in the State of Florida (Case No. 2017 CA 5554) granting the Company approval of a settlement transaction (the “Transaction”) for RedHawk to issue up to $117,000 of its common stock (“Issued Shares”) in full satisfaction of up to $153,000 of 3rd party trade obligations and broker fees. The Issued Shares are exempt from registration pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, and will be issued at a 35% discount to market, as defined.

Simultaneous with announcing the Transaction, RedHawk said it has entered into a common stock purchase and sale agreement (the “Purchase and Sale Agreement”) with Beechwood Properties, LLC (“Beechwood”) who beneficially owns approximately 60% of the Company’s outstanding common stock. Mr. G. Darcy Klug, the Company’s Chairman of the Board and Chief Financial Officer owns and controls Beechwood.

Under the terms of the Purchase and Sale Agreement, RedHawk has agreed to purchase from Beechwood a like number shares (the “Beechwood Shares”) to be issued under the Transaction. The purchase price for the Beechwood Shares is also $117,000 and will be paid with the issuance of a promissory note (the “Note”) to Beechwood. The Note will accrue interest at 5% per annum and will mature three years from date of issuance. After two years from its issuance, the Note and any accrued interest, will become convertible into the Company’s Series A Preferred Stock.

The Company said the Transaction and the Sale and Purchase Agreement were entered into with the objective of continuing to restructure the Company’s balance sheet by eliminating approximately $153,000 of 3^rd party debt from the balance sheet, preventing shareholder dilution with the Transaction, and preserving cash to be used for future operations and strategic transactions. Additionally, RedHawk said, upon completion of the Transaction, the Beechwood Shares will be returned into the Company’s treasury with no increase in the number of outstanding shares.

About RedHawk Holdings Corp.

RedHawk Holdings Corp., formerly Independence Energy Corp., is a diversified holding company which, through its subsidiaries, is engaged in sales and distribution of medical devices, sales of branded generic pharmaceutical drugs, commercial real estate investment and leasing, sales of point of entry full-body security systems, and specialized financial services. Through its medical products business unit, the Company sells WoundClot Surgical - Advanced Bleeding Control, the Sharps and Needle Destruction Device (SANDD™), and the Carotid Artery Digital Non-Contact Thermometer. Through our United Kingdom based subsidiary, we manufacture and market branded generic pharmaceuticals. Our real estate leasing revenues are generated from various commercial properties under long-term lease. Additionally, RedHawk’s real estate investment unit holds limited liability company interest in a commercial restoration project in Hawaii. The Company’s financial service revenue is from brokerage services earned in connection with debt placement services. RedHawk Energy holds the exclusive U.S. manufacturing and distribution rights for the Centri Controlled Entry System, a unique, closed cabinet, nominal dose transmission full-body x-ray scanner.

Cautionary Statement Regarding Forward-Looking Statements

This release may contain forward-looking statements. Forward-looking statements are all statements other than statements of historical fact. Statements contained in this release that are not historical facts may be deemed to be forward-looking statements. The words “anticipate,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “targets,” “intends,” “likely,” “will,” “should,” “to be,” “potential” and any similar expressions are intended to identify those assertions as forward-looking statements.

Investors are cautioned that forward-looking statements are inherently uncertain. Actual performance and results may differ materially from that projected or suggested herein due to certain risks and uncertainties. In evaluating forward-looking statements, you should consider the various factors which may cause actual results to differ materially from any forward-looking statements including those listed in the “Risk Factors” section of our latest 10-K report. Further, the Company may make changes to its business plans that could or will affect its results. Investors are cautioned that the Company will undertake no obligation to update any forward-looking statements.

Media Contact:
Julie Calzone
(337) 235-2924
jcalzone@calzone.com

Company Contacts:
Thomas J. Concannon, CEO
(908) 625-7811
tom.concannon@redhawkholdingscorp.com

G. Darcy Klug, Chairman and CFO
(337) 269-5933
darcy.klug@redhawkholdingscorp.com