Madison Capital Corporation

TSX VENTURE : MDC.P


April 08, 2014 18:00 ET

Madison Capital Corporation Announces Execution of Arrangement Agreement With Radient Technologies Inc.

CALGARY, ALBERTA--(Marketwired - April 8, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES

Madison Capital Corporation (TSX VENTURE:MDC.P) ("Madison" or the "Corporation") is pleased to announce that it has entered into a formal arrangement agreement (the "Arrangement Agreement") with Radient Technologies Inc. ("Radient") dated effective April 7, 2014, whereby Madison and Radient propose to effect a plan of arrangement (the "Arrangement") in accordance with Section 192 of the Canada Business Corporations Act pursuant to which Madison and Radient will amalgamate to form a new entity named "Radient Technologies Inc." ("Amalco") on such terms as were previously announced on November 21, 2013 and as further described below. The Arrangement, when completed, will constitute the qualifying transaction of the Corporation pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX Venture") Corporate Finance Manual.

Commencing at the effective time of the Arrangement, each of the events set out below shall occur and shall be deemed to occur in the following order without any further act or formality except as otherwise expressly provided in the Arrangement Agreement: (a) each issued and outstanding subscription receipt of Radient ("Radient Subscription Receipt") shall be cancelled and in consideration therefor the holders of such Radient Subscription Receipt shall receive one fully paid and non-assessable special share in the capital of Radient ("Radient Special Share") in respect of such Radient Subscription Receipt so cancelled; (b) the issued and outstanding common shares in the capital of Radient ("Radient Common Shares") shall be consolidated on the basis of one (1) post-consolidation Radient Common Share for every 5.9888 pre-consolidation Radient Common Shares; (c) the issued and outstanding options to purchase Radient Common Shares ("Radient Options") shall be consolidated on the basis of one (1) post-consolidation Radient Option for every 5.9888 pre-consolidation Radient Options; (d) the accrued dividends (the "Radient Accrued Preferred Share Dividends") attached to the preferred shares in the capital of Radient shall be cancelled and in consideration therefor the holders of such Radient Accrued Preferred Share Dividends shall receive one fully paid and non-assessable Radient Common Share in respect of each $0.20 of Radient Accrued Preferred Share Dividends owing to such holder and so cancelled;
(e) each issued and outstanding Class A preferred share ("Radient Class A Preferred Share") in the capital of Radient that was issued at a price of $0.1875 per Radient Class A Preferred Share (the "Radient Class A 0.1875 Preferred Shares") shall be cancelled and in consideration therefor the holder of a Radient Class A 0.1875 Preferred Share shall receive one (1) fully paid and non-assessable Radient Common Share in respect of each 0.9054 Radient Class A 0.1875 Preferred Shares so cancelled; (f) each issued and outstanding Radient Class A Preferred Share that was issued at a price of $0.25 per Radient Class A Preferred Share (the "Radient Class A 0.25 Preferred Shares") shall receive one (1) fully paid and non-assessable Radient Common Share in respect of each 0.7057 Radient Class A 0.25 Preferred Shares so cancelled; (g) each issued and outstanding Class B preferred share in the capital of Radient ("Radient Class B Preferred Share") shall be cancelled and in consideration therefor the holder of a Radient Class B Preferred Share shall receive one (1) fully paid and non-assessable Radient Common Share in respect of each 0.8569 Radient Class B Preferred Shares so cancelled; (h) each issued and outstanding Class C preferred share of Radient ("Radient Class C Preferred Share") shall be cancelled and in consideration therefor the holder of a Radient Class C Preferred Share shall receive one (1) fully paid and non-assessable Radient Common Share in respect of each 0.8569 Radient Class C Preferred Shares so cancelled.

On, and because of, the amalgamation of Madison and Radient: (a) each issued and outstanding common share in the capital of Madison ("Madison Share") shall be cancelled and in consideration therefor the holders of Madison Shares shall receive one (1) fully paid and non-assessable common share in the capital of Amalco ("Amalco Share") in respect of each ten (10) Madison Shares so cancelled; (b) each issued and outstanding option to purchase a Madison Share ("Madison Option") shall be cancelled and in consideration therefor the holders of Madison Options shall receive one (1) option to purchase an Amalco Share ("Amalco Madison Option") in respect of each ten (10) Madison Options so cancelled; provided that, if the foregoing would result in the issuance of a fractional Amalco Madison Option, then the number of Amalco Madison Options otherwise issued shall be rounded down to the nearest whole number of Amalco Madison Options; (c) each issued and outstanding Radient Common Share shall be cancelled and in consideration therefor the holders of Radient Common Shares shall receive one (1) fully paid and non-assessable Amalco Share in respect of each five (5) Radient Common Shares so cancelled; (d) each issued and outstanding Radient Special Share shall be cancelled and in consideration therefor the holders of Radient Special Shares shall receive one (1) fully paid and non-assessable Amalco Share in respect of each one (1) Radient Special Share so cancelled; (e) each issued and outstanding Radient Option shall be cancelled and in consideration therefor the holders of Radient Options shall receive one (1) option to purchase an Amalco Share ("Amalco Radient Option") in respect of each five (5) Radient Options so cancelled; provided that, if the foregoing would result in the issuance of a fractional Amalco Radient Option, then the number of Amalco Radient Options otherwise issued shall be rounded down to the nearest whole number of Amalco Radient Options;
(f) each issued and outstanding common share purchase warrant issued to certain parties in connection with past financing(s) of Radient ("Radient Finders' Warrant") shall be cancelled and in consideration therefor the holders of Radient Finders' Warrants shall receive one (1) share purchase warrant of Amalco ("Amalco Radient Finders' Warrant") in respect of each five (5) Radient Finders' Warrants so cancelled; provided that, if the foregoing would result in the issuance of a fractional Amalco Radient Finders' Warrant, then the number of Amalco Radient Finders' Warrants otherwise issued shall be rounded down to the nearest whole number of Amalco Radient Finders' Warrants; (g) each issued and outstanding Radient Subscription Receipt purchase warrant to be issued to eligible parties in connection with the Radient Private Placement (as defined below) ("Radient Agents' Warrant") shall be cancelled and in consideration therefor the holders of Radient Agents' Warrants shall receive one (1) share purchase warrant of Amalco ("Amalco Radient Agents' Warrant") in respect of each one (1) Radient Agents' Warrant so cancelled; and (h) each issued and outstanding share purchase warrant of Radient issued in connection with the private placement of convertible debentures of Radient ("Radient Warrant") shall be cancelled and in consideration therefor the holders of Radient Warrants shall receive one (1) share purchase warrant of Amalco ("Amalco Radient Warrant") in respect of each five (5) Radient Warrants so cancelled; provided that, if the foregoing would result in the issuance of a fractional Amalco Radient Warrant, then the number of Amalco Radient Warrants otherwise issued shall be rounded down to the nearest whole number of Amalco Radient Warrants.

Subject to TSX Venture approval, the initial directors of Amalco shall be Denis Taschuk, Prakash Hariharan, Armand Lavoie, Mike Cabigon, Ian Newton, Chris Lumb, Dr. Hans Black, Wolfgang Muhs, Harry Kaura, Steven Dauphin and Ramasamy Venkatesh. The initial officers of Amalco shall be Denis Taschuk (President and Chief Executive Officer), Steven Splinter (Chief Technology Officer and Corporate Secretary) and Randy Fries (Chief Financial Officer).

The Arrangement is subject to the approval of the TSX Venture and all other necessary regulatory and court approvals. The completion of the Arrangement is also subject to additional conditions precedent as set forth in the Arrangement Agreement, including but not limited to: (a) shareholder approval of each of Madison and Radient (collectively, the "Shareholder Approvals"); (b) the completion of a transfer within escrow (the "Escrow Transfer") of an aggregate of 1,050,000 Madison Shares at a price of $0.06 per share from current founding shareholders of Madison to certain insiders of Radient; and (c) the completion by Radient of a brokered private placement (the "Minimum Radient Private Placement") of a minimum of 4,000,000 Radient Subscription Receipts at a price of $1.00 per Radient Subscription Receipt for minimum gross proceeds of $4,000,000.

About Radient

Radient develops, markets, and provides microwave-assisted natural product extraction, purification and isolation methods, using microwave assisted processing ("MAP™"), a patented extraction platform, along with proprietary know-how in the critical downstream processing areas of purification and isolation. MAP™ is Radient's core technology, which typically yields superior extraction, purification and isolation results than conventional extraction processes.

Radient's technology has application in a number of industries and it has customers that are global market leaders in each of the pharmaceutical, food, beverage, natural health, active care and bio-fuel markets. Radient has successfully demonstrated to its customers that it's MAP™ technology works with numerous types of biomasses such as plants, micro-algae and fungi.

Radient works with customers to develop more efficient and effective extraction, isolation and purification methods for their high-value targeted ingredients extracted from natural biomasses using Radient's MAP™ technology. There are generally three stages of engagement with each new customer. The first stage is typically conduct of a feasibility study to apply the MAP™ technology to a selected biomass within the laboratory environment in order to identify its effectiveness on a selected biomass and to determine if any value-added benefits exist. Such benefits can include higher yields (more of a targeted ingredient can be extracted), better recoveries (higher purity ratios), faster processing time and reduced solvent and energy usage (being more cost effective). The second stage involves progression to using the MAP™ technology on the selected biomass on a larger scale within a pilot plant environment. The third and final stage is commercialization, which may result in Radient processing biomass and supplying targeted ingredients to a customer, or a customer licensing Radient's MAP™ technology and processing biomass on its own.

Radient has begun operating its 20,000 square foot manufacturing plant in Edmonton, Alberta. This manufacturing plant will contain a pilot plant, relocated from Radient's previous facility in Whitby, Ontario, and a commercial scale plant with capacity to process up to five (5) tonnes of biomass per day. The building and premises are owned by 1631807 Alberta Ltd., of which Radient is a 50% shareholder. The manufacturing plant will allow Radient to process biomass on a full commercial scale, and is an integral step in Radient's commercialization strategy of the MAP™ technology.

Radient's MAP™ technology was initially developed at Environment Canada, and the Government of Canada filed three (3) patents in connection with it. Radient initially licensed these patents on an exclusive basis, and subsequently purchased them from the Government of Canada. Radient continues to develop and file patents for additional intellectual property developed in connection with its MAP™ technology.

As indicated above, completion of the Arrangement is subject to a number of conditions, including but not limited to, completion of the Escrow Transfer, completion of the Minimum Radient Private Placement, TSX Venture acceptance and the Shareholder Approvals. The Arrangement cannot close until the required Shareholder Approvals are obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the information circular of Madison prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Madison or Radient should be considered highly speculative.

The TSX Venture has in no way passed upon the merits of the Arrangement and has neither approved nor disapproved the contents of this press release. Neither TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this press release.

This press release contains forward-looking statements. More particularly, this press release contains statements concerning: the completion of the Escrow Transfer, the completion of the Minimum Radient Private Placement, the receipt of TSX Venture approval, the receipt of the Shareholders Approvals and the completion of the Arrangement. The forward-looking statements are based on certain key expectations and assumptions made by Madison and Radient, including the timing of completion of the Minimum Radient Private Placement, the timing of receipt of required Shareholder Approvals and TSX Venture approval and the satisfaction of other conditions to the completion of the Arrangement as set forth in the Arrangement Agreement.

Although Madison and Radient believe that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because no assurance can be provided that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks that the Escrow Transfer is not completed, the Minimum Radient Private Placement is not completed, the required Shareholder Approvals are not obtained and TSX Venture approval is not obtained on terms satisfactory to the parties or at all, and risks that other conditions to the completion of the Arrangement are not satisfied on the timelines set forth in the Arrangement Agreement or at all.

The forward-looking statements contained in this press release are made as of the date hereof and neither Madison nor Radient undertake any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This press release does not constitute an offer for sale of securities in the United States.

Contact Information

  • Madison Capital Corporation
    Theodore Rousseau
    President
    (780) 918-0470

    Radient Technologies Inc.
    Denis Taschuk
    Chief Executive Officer
    (780) 465-1318 (ext. 274)