Madison Capital Corporation

TSX VENTURE : MDC.P


May 22, 2014 16:06 ET

Madison Capital Corporation Announces Final Closing of Private Placement of Radient Technologies Inc. and Completion of Arrangement

CALGARY, ALBERTA--(Marketwired - May 22, 2014) -

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

Madison Capital Corporation ("Madison") (TSX VENTURE:MDC.P) is pleased to announce that in connection with the previously announced proposed qualifying transaction of Madison and Radient Technologies Inc. ("Radient") by way of plan of arrangement (the "Arrangement"), Radient has completed the third and final tranche of its previously announced brokered private placement (the "Subscription Receipts Offering") of subscription receipts ("Subscription Receipts"). Pursuant to the three tranches of the Subscription Receipts Offering, Radient issued an aggregate of 4,071,288 Subscription Receipts at a price of $1.00 per Subscription Receipt for aggregate gross proceeds of $4,071,288 (the "Subscription Receipts Proceeds").

Clarus Securities Inc., AltaCorp Capital Inc., and Salman Partners Inc. (collectively, the "Agents") acted as agents of Radient pursuant to the Subscription Receipts Offering. In connection with the completion of the Subscription Receipts Offering, Radient paid fees to the Agents as follows: (i) a cash advisory fee of $60,000; (ii) a cash commission equal to 8% of the Subscription Receipts Proceeds raised directly by the Agents; (iii) a cash fee equal to 8% of the working capital of Madison; and (iv) warrants (the "Broker Warrants") entitling the Agents to purchase 66,000 Subscription Receipts at a price of $1.00 per Subscription Receipt at any time prior to 5:00 p.m. (Mountain time) on May 22, 2016. Upon completion of the Arrangement, each Broker Warrant was exchanged for a warrant entitling the Agents to acquire one common share ("Amalco Share") in the capital of Amalco (as defined below) at a price of $1.00 per Amalco Share at any time prior to May 22, 2016. Radient also paid Clarus an advisory fee in connection with the Subscription Receipt Offering.

It is intended that the net proceeds from the Subscription Receipts Offering will be used by Amalco to hire laboratory and production staff, for capital expenditures towards quality control, and in-house laboratory testing facilities and for general corporate purposes.

In addition to the Subscription Receipts Offering, Radient has raised approximately $3,900,000 since November 25, 2013 pursuant to a private placement of convertible debentures as was described further in the Madison Circular (as defined below).

Madison is also pleased to announce that Madison and Radient have closed the Arrangement, pursuant to which the parties amalgamated to form a new entity on May 22, 2014 under the Canada Business Corporations Act called "Radient Technologies Inc." ("Amalco"). The Arrangement constitutes the qualifying transaction (the "Qualifying Transaction") of Madison in accordance with the requirements of the TSX Venture Exchange (the "TSX Venture") Policy 2.4 - Capital Pool Companies. The Arrangement is described in further detail in the press releases of Madison dated November 21, 2013, April 8, 2014, May 14, 2014 and in the management information circular (the "Madison Circular") of Madison dated April 15, 2014, all of which are available on SEDAR at www.sedar.com. Prior to completing the Arrangement, Madison received conditional approval of the Qualifying Transaction from the TSX Venture on April 16, 2014. The completion of the Qualifying Transaction is subject to the final approval of the TSX Venture which Amalco expects to receive shortly. Upon receipt of final approval from the TSX Venture, Amalco will begin trading on the TSX Venture under the stock symbol "RTI".

The board of directors of Amalco is comprised of Denis Taschuk, Prakash Hariharan, Armand Lavoie, Mike Cabigon, Dr. Hans Black, Wolfgang Muhs, Steven Dauphin, Harry Kaura, and Ramasamy Venkatesh. In addition, management of Amalco consists of Denis Taschuk as President and Chief Executive Officer, Randy Fries as Chief Financial Officer, and Steven Splinter as Chief Technology Officer and Corporate Secretary.

In connection with the Arrangement, an arm's length third party was paid a cash finder's fee of $60,000 by Amalco.

About Amalco

Amalco extracts natural ingredients and compounds from a range of biological materials using microwave assisted processing ("MAP™"), a patented platform which along with extraction expertise developed over more than a decade, provides superior outcomes for its customers in terms of purity, yield, and cost.

Amalco's customers are global market leaders in industries that include pharmaceutical, food, beverage, natural health, active care and bio-fuel markets. Working with each customer compound over three stages, scaling from initial feasibility to pilot scale to commercial production, Amalco generates revenue at every phase of the customer relationship, culminating in a manufacturing agreement, a technology license, or a joint venture.

Amalco commissioned its 20,000 square foot manufacturing plant in Edmonton, Alberta in January 2014 with current capacity to process commercial volumes of up five (5) tonnes of biomass per day. Expandable to over ten (10) tonnes per day, the building and premises are owned by 1631807 Alberta Ltd., of which Amalco is a 50% shareholder.

Along with the existing MAP™ technology patent, Amalco has filed three (3) additional patents in connection with it, and continues to develop and file patents for incremental intellectual property developed with the technology.

As indicated above, completion of the Qualifying Transaction is subject to TSX Venture approval. There can be no assurance that the Qualifying Transaction will be approved by the TSX Venture.

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

The TSX Venture has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release. Neither the 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 receipt of TSX Venture approval of the Qualifying Transaction and the use of proceeds by Amalco of the Subscription Receipts Offering. The forward-looking statements are based on certain key expectations and assumptions made by Amalco including the timing of receipt of required TSX Venture approvals.

Although Amalco believes 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 required TSX Venture approvals are not obtained on terms satisfactory to the parties or at all.

The forward-looking statements contained in this press release are made as of the date hereof and Amalco does not 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 shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States 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.

Contact Information

  • Denis Taschuk
    Chief Executive Officer of Amalco
    (780) 465-1318 (ext. 274)