Madison Capital Corporation

TSX VENTURE : MDC.P


May 14, 2014 18:18 ET

Madison Capital Corporation Announces Shareholder Approval of Arrangement With Radient Technologies Inc.

CALGARY, ALBERTA--(Marketwired - May 14, 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 the resolutions put to shareholders of Madison ("Madison Shareholders") to authorize the continuation of Madison from the Province of Alberta into the federal jurisdiction of Canada, to repeal By-Law Number 1 and adopt Canada Business Corporation Act ("CBCA") compliant by-laws, and to approve the plan of arrangement (the "Arrangement") under the provisions of Section 192 of the CBCA, involving Madison, the Madison Shareholders, Radient Technologies Inc. ("Radient") and the shareholders of Radient ("Radient Shareholders"), at the special meeting held on May 14, 2014, were duly passed.

Madison is also pleased to announce that the special resolutions put to Radient Shareholders to amend the Articles of Radient to create an unlimited number of a new class of shares to be designated "Special Shares" and to approve the Arrangement, at the annual and special meeting held on May 14, 2014, were duly passed.

The Arrangement will constitute the qualifying transaction (the "Qualifying Transaction") of Madison in accordance with the requirements of the TSX Venture Exchange Inc. (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 and April 8, 2014, in the management information circular Madison dated April 15, 2014, and in the arrangement agreement (the "Arrangement Agreement") entered into between Madison and Radient dated April 7, 2014, all of which are available on SEDAR at www.sedar.com.

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) the completion of a transfer within escrow (the "Escrow Transfer") of an aggregate of 1,050,000 common shares in the capital of Madison at a price of $0.06 per share from current founding shareholders of Madison to certain insiders of Radient; and (b) the completion by Radient of a brokered private placement (the "Minimum Radient Private Placement") of a minimum of 4,000,000 subscription receipts of Radient at a price of $1.00 per 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 demonstrated to its customers that its 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, and TSX Venture approval. 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, 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 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 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)