Madison Pacific Properties Inc.
TSX : MPC

February 01, 2006 16:41 ET

Madison Pacific Properties Inc. Announces Investment in Fuel Cell Technologies Corporation

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Feb. 1, 2006) - Madison Pacific Properties Inc. ("Madison") (TSX:MPC), a Vancouver-based real estate company, announces that is has entered into an agreement to participate in the reorganization of Fuel Cell Technologies Corporation ("FCT") and acquire an equity interest in FCT.

Under the transaction, FCT will seek shareholder and regulatory approval to be reorganized and recapitalized by way of a statutory arrangement. Madison will establish a credit facility (the "Facility") for FCT, to a maximum of $300,000. Madison will invest $1,550,000, inclusive of any advances under the Facility, in FCT in exchange for the issuance to Madison of 39.5% of the voting shares and 93.6% of the non-voting shares of FCT, representing 88.6% of the equity of FCT. FCT's operating subsidiary will sell of its assets, including the proceeds of the Madison investment, and transfer all of its liabilities to a new operating company. Madison will not have any interest in the new operating company.

Following the arrangement, FCT will change its name to MPP Properties Inc. ("MPP") and appoint new management. Madison intends to capitalize MPP by transferring a portfolio of commercial and industrial real estate assets to MPP million in exchange for the issuance of shares of MPP. Management of Madison is of the view that the recapitalization of MPP will increase Madison's flexibility to raise capital for its portfolio of real estate assets.

The completion of the transactions are subject to a number of conditions, including the approval of the Ontario court, the approval of FCT securityholders and the approval of the TSX Venture Exchange.

The Toronto Stock Exchange has neither approved nor disapproved the form or content of this release.

Contact Information

  • Madison Pacific Properties Inc.
    Mr. Alan Firth
    President & CEO
    (604) 732-6540
    (604) 732-6550 (FAX)
    or
    Madison Pacific Properties Inc.
    Mr. Thor Olsen
    Investor Information
    (604) 732-6540