Madison Capital Corporation Announces Proposed Qualifying Transaction

CALGARY, ALBERTA--(Marketwired - Nov. 21, 2013) - Madison Capital Corporation ("Madison" or the "Corporation") (TSX VENTURE:MDC.P) is pleased to announce details concerning its proposed qualifying transaction involving a proposed business combination with Radient Technologies Inc. ("Radient"). Radient is a private company.

Madison has entered into a letter agreement with Radient dated November 18, 2013 (the "Letter Agreement"), pursuant to which Madison will amalgamate, or complete a plan of arrangement, with Radient to form Newco (the "Transaction"), pursuant to which: (i) after the Radient Preferred Shares and Radient Accrued Preferred Share Dividends (defined below) are converted into Radient Common Shares, each five (5) issued and outstanding Radient Common Shares will be exchanged for one (1) common share of Newco (the "Newco Common Shares") with a deemed value of $1.00 per share; (ii) the outstanding Radient Warrants and Radient Options shall be either exercised into Radient Common Shares and exchanged for Newco Common Shares or, alternatively, exchanged for warrants or options, as the case may be, to purchase Newco Common Shares, based on the terms and conditions attached to the Radient Warrants and Radient Options, respectively; (iii) each ten (10) issued and outstanding Madison Common Shares will be exchanged for one (1) Newco Common Share; and (iv) each ten (10) Madison Stock Options will be exchanged for one option of Newco with an exercise price of $1.00 per share.

It is intended that the Transaction, 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. The Transaction is subject to the policies of the TSX Venture relating to qualifying transactions, as well as TSX Venture approval and shareholder approval of each of Madison and Radient. Newco intends to be listed on the TSX Venture as a Technology issuer.

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 substantially better 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 is in the process of commissioning its 20,000 square foot manufacturing plant in Edmonton, Alberta, which is expected to be fully operational by the end of 2013. 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 commissioning of 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.

Radient Corporate History and Structure

Radient was continued under the Canada Business Corporations Act ("CBCA") on February 3, 2010. The head office of Radient is located at 8223 Roper Road NW, Edmonton, Alberta T6E 6S4. Radient owns a 50% interest in 1631807 Alberta Ltd.

Radient currently has 7,413,512 common shares (the "Radient Common Shares") issued and outstanding. There are stock options, warrants, anti-dilution, and certain other rights pursuant to which Radient Common Shares may be issued, including (numbers are approximate, and are provided as of the date hereof): (i) the conversion of the preferred shares of Radient (the "Radient Preferred Shares") into 63,403,356 Radient Common Shares; (ii) the issuance of 20,197,122 Radient Common Shares resulting from the accrual of dividends pursuant to the rights, privileges, restrictions and conditions attached to the Radient Preferred Shares (the "Radient Accrued Preferred Share Dividends"); (iii) the issuance of an aggregate of 10,395,332 Radient Common Shares pursuant to share purchase warrants exercisable at $0.01 per share (the "Radient Warrants"); (iv) 10,093,875 options to purchase such number of Radient Common Shares held by current or former directors, officers or employees of Radient at an exercise price of $0.02 per share (the "Radient Options"); and (v) the outstanding notes of Radient (the "Radient Notes"); that may be converted into Radient Preferred Shares, and ultimately into 22,275,135 Radient Common Shares, assuming all such notes are converted. There will be approximately 133,778,332 Radient Common Shares outstanding assuming the full conversion of Radient Preferred Shares, Radient Accrued Preferred Share Dividends, Radient Warrants, Radient Options, and Radient Notes to Radient Common Shares.

The principal shareholders of Radient are Foragen Technologies Limited Partnership, formed under the laws of the Province of Quebec ("Foragen"), and Foundation Equity II L.P., formed under the laws of Alberta, which own approximately 31%, and 11%, respectively.

Financial Information of Radient

Based on unaudited management prepared financial statements for the year ended March 31, 2013, Radient had revenue of $408,462, operating expenses of $3,080,528 and a net loss of $3,136,356. In addition, as at March 31, 2013, Radient had negative working capital of $2,132,747, total assets of $9,725,860 and total liabilities of $9,949,471.

Based on unaudited management prepared financial statements for the six month period ended September 30, 2013, Radient had revenue of $52,047 operating expenses of $2,284,137 and a net loss of $2,419,930. In addition, as at September 30, 2013, Radient had negative working capital of $760,942, total assets of $11,204,937 and total liabilities of $13,637,378.

Summary of the Proposed Qualifying Transaction

Pursuant to the arm's length Letter Agreement, and subject to the terms and conditions thereof, Madison and Radient have agreed to complete the Transaction.

Pursuant to the Letter Agreement, the parties have agreed to use their "commercially reasonable efforts" to cause Radient to complete a private placement (the "Radient Private Placement") of subscription receipts of Radient (the "Subscription Receipts") at a price of $1.00 per receipt (the "Offering Price") for gross proceeds of a minimum of $7,000,000. Each Subscription Receipt will be automatically converted into one common share of Newco concurrent with the completion of the Transaction at no additional cost to the holder. The parties acknowledge that Radient has engaged a syndicate of agents to be led by Clarus Securities Inc. ("Clarus", and together with such other agents, the "Agents") to act as agents on a "commercially reasonable efforts" basis for the Radient Private Placement and in connection therewith intends to pay fees to the Agents as follows: (i) a cash advisory fee of $180,000, consisting of $60,000 payable on August 30, 2013, $60,000 payable on September 30, 2013, and $60,000 payable upon completion of the Transaction; (ii) a cash commission equal to 8% of the gross proceeds of the Radient Private Placement raised directly by the Agent's and 4% of the gross proceeds of the Radient Private Placement raised from investors introduced by Radient; (iii) a cash fee equal to 8% of the working capital of Madison, as reported on Madison's most recently completed financial statements, payable upon the completion of the Transaction; and (iv) warrants entitling the Agents to purchase up to 8% of the aggregate number of Subscription Receipts issued pursuant to the Radient Private Placement to investors other than those introduced by Radient, issuable on closing of the Radient Private Placement and expiring 24 months from the completion of the Transaction. The parties agree the net proceeds of the Radient Private Placement will be held in escrow by an escrow transfer agent acceptable to both parties and released concurrent with the completion of the Transaction pursuant to the terms of a subscription receipt agreement to be entered into at the closing of the Radient Private Placement.

The net proceeds of the Radient Private Placement will be primarily used by Newco to fund new acquisitions, to develop new products and for general corporate purposes.

Summary of Proposed Directors and Officers

The parties acknowledge that at the shareholders meeting of Madison to approve the Transaction, the board of directors of Newco will be approved to consist of ten (10), being Denis Taschuk, Armand Lavoie, Mike Cabigon, Ian Newton, Chris Lumb, Hans Black, Wolfgang Muhs, Harry Kaura, Prakash Hariharan and Steven Dauphin, provided the TSX Venture does not object to such nominations and such persons are eligible to act as directors pursuant to the requirements of applicable corporate law.

After the closing of the Transaction, the officers of Newco will be appointed by the Board of Directors of Newco and will include Denis Taschuk as President and Chief Executive Officer, Steven Splinter as Chief Technology Officer, Randy Fries as Chief Financial Officer, Stéphane Gagné as Director, Strategic Partnerships and a Corporate Secretary to be determined by the Board of Directors of Newco.

Denis Taschuk, President, Chief Executive Officer and Director

Mr. Taschuk has over twenty-five years of business experience, including corporate strategy development, manufacturing, market development and finance. Prior to joining Radient in October 2011, Mr. Taschuk was a partner and the CEO of JAG Flocomponents LP from September 2004 to May 2010, which manufactured industrial valves and had operations in six countries and customers in over twenty countries. Mr. Taschuk has been a Director of Tyhee Gold Corp. (TSXV: TDC) since November 2003 and was previously a Director of the International Diabetes Federation and a Director and Chair of the Board of the Canadian Diabetes Association. Mr. Taschuk is a Chartered Accountant and holds a Bachelor of Commerce degree from the University of Alberta.

Steven Splinter, Chief Technology Officer

Dr. Splinter is a founder and was the first President of Radient, commencing July 2002. He is experienced in strategic planning, technical assessment and development of process technologies, business leadership, and engineering project management. Prior to founding Radient, Dr. Splinter served as Director of Chemical & Environmental Processes at BC Research Inc., where he built and managed a team of scientists, engineers and technologists providing contract research and development services to various clients in the area of chemical process development. Dr. Splinter is an expert in interfacial phenomena, and he earned a Ph.D. in Engineering Science in 1994 from the University of Western Ontario. He has authored or co-authored numerous scientific publications and patents and regularly presents at various science conferences.

Randy Fries, Chief Financial Officer

Mr. Fries has over twenty years of business experience, primarily working with companies and business owners in times of crisis or transition. Since September 2005, he has provided mergers & acquisition, restructuring and interim CFO consulting services through Fries Financial Consulting Ltd. to a number of private and public companies. Mr. Fries was the Chief Financial Officer of PetroCorp Group Inc. (TSX: PCG; NEX: PCGH) from December 2009 to August 2013. Mr. Fries has held a number of senior financial and operational positions with both public and private companies, most recently as President of a privately owned company that designs, manufactures and installs foundation systems. Mr. Fries is a Chartered Accountant, and holds a Bachelor of Commerce degree from the University of Alberta. He is an active member of the Institute of Chartered Accountants of Alberta, the Canadian Institute of Chartered Accountants, and the Turnaround Management Association.

Stéphane Gagné, Director, Strategic Partnerships

Mr. Gagné has over twenty years of experience in the fields of cosmetics, nutritional supplements, pharmaceutical products and active ingredients. He previously held the position of VP Sales and Marketing (Asia) and Director Sales and Marketing (Nutrition) for Atrium Biotechnologies Inc. and was the Director Sales and Marketing for Aeterna-Zentaris Inc.

Armand Lavoie, Director

Since January 2000, Mr. Lavoie has been the Managing Director of Foragen Technologies Management Inc., the general partner of Foragen, a leading agriculture technology private equity fund. His responsibilities include evaluating and managing investments in businesses that develop and commercialize advanced agri-food technologies. Prior to joining Foragen, Mr. Lavoie worked for KPMG LLP and its global consultant unit, specializing in life sciences. In his role with KPMG, he consulted extensively with agri-life science companies in their start-up, early commercialization and growth phases. Additionally, Mr. Lavoie consulted directly to several of the global agri-life science corporations on critical strategic and operational issues. Mr. Lavoie specializes in bio-processing, nutraceuticals and functional foods. Mr. Lavoie holds a Bachelor of Science degree from the University of Alberta and a Masters of Business Administration from the Univeristé de Sherbrooke. He is a Professional Agrologist.

Mike Cabigon, Director

Since August 2008, Mr. Cabigon has been the President and Managing Partner of Foundation Equity Corporation ("Foundation"), where he develops the short and long-term investment initiatives of each of its funds, and actively works with portfolio companies on strategy, marketing, financing, and operations. He is currently Chairman of Rocketfuel DSC, a Director of DriveABLE Assessment Centres, and a board observer at McCoy Corporation (TSX: MCB) since September 2008. Prior to Foundation, he held senior positions in business development, marketing, and operations in the telecommunications and electrical utility industries. Mr. Cabigon holds a Bachelor of Commerce degree from the University of Alberta.

Ian Newton, Director

Mr. Newton is the principal of Ceres Consulting Inc. and an internationally recognized expert in human nutrition. Mr. Newton's experience in agriculture and in the food and pharmaceutical industries in North America is extensive. Several of his written works have been published, he presents regularly, and serves in an advisory capacity on the boards of several academic and industry bodies in both Canada and the United States. Mr. Newton was born and received his education in New Zealand, graduating from the University of New Zealand with degrees in Botany and Zoology. He completed additional postgraduate research before emigrating to North America, joining Hoffmann-La Roche Canada in 1979, where he held various positions, including Director, Agricultural Division; Director, Chemical Marketing; and, Group Director, Human Nutrition. In 1996, Mr. Newton moved to Roche Vitamins Inc., where he was responsible for Regulatory Affairs and Business Development. Mr. Newton also holds appointments on the boards of several companies active in health care and human nutrition and serves on the editorial advisory boards of Nutrition Business Journal and Functional Foods & Nutraceuticals Journal.

Chris Lumb, Director

Since December 2009, Mr. Lumb has been the CEO of TEC Edmonton, a joint venture between the University of Alberta and Edmonton Economic Development Corporation. Prior to joining TEC Edmonton, and since 1994 Mr. Lumb was the President and CEO of Micralyne Inc., where he was involved in all aspects of the company's development, including leading its transition from a university-owned not-for-profit to a privately held commercial company generating long-term revenue growth and delivering profitable net income and return on equity. In 2009, Micralyne Inc. was identified as the world's largest independent micro-electro-mechanical systems foundry. Mr. Lumb's career has been centered around leadership of technology companies to ensure they are profitably focused on addressing market needs, and on building long-term commercial success for emerging technologies. Mr. Lumb has held various positions with several advanced technology organizations, including the Alberta Research Council and Gellman Hayward and Partners. Mr. Lumb serves on the boards of CMC Microsystems, the National Institute for Nanotechnology, ACAMP, and the MEMS Industry Group. He holds a Bachelor of Applied Science (Chemical Engineering) from the University of Waterloo and is a Professional Engineer.

Hans Black, Director

Dr. Hans Peter Black is Chairman of the Board and Chief Investment Strategist of Interinvest Corp. Dr. Black is Chairman of the Board of Wi2Wi, Inc. (TSXV: YTY). He has been a Non Independent Director at Williams Creek Gold Limited (TSXV: WCX) since December 2011. He is a member of the Board of Amorfix Life Sciences Ltd. (TSX: AMF) since November 2006. He is a member of the Board of Tyhee Gold Corp. (TSXV: TDC) since May 2011, also serving on their Audit, Governance and Nominating Committees. He was a Member of the Board of AbitibiBowater Inc. (TSX: ABH) for the period December 2004 to April 2008, as well as serving on their Audit Committee, and a Member of the Board of Nymox Corporation (NASDAQ: NYMX) and Head of their Audit Committee for the period June 1999 to May 2006. He presently serves as a Member of the Board of the Montreal Symphony Orchestra, a member of the Advisory Council of The Paul H. Nitze School of Advanced International Studies of Johns Hopkins University in Washington, D.C., In addition, he serves as chairman of the board of the Quebec-based food company and Les Aliments Soyummi Inc. as well as chairman of the board of McGill Chamber Orchestra. He received his Bachelor of Science degree, magna cum laude, from Union College in New York, where he was elected a Phi Beta Kappa scholar. He studied law in France and subsequently graduated from McGill University in Montreal with a Doctorate in Medicine

Wolfgang Muhs, Director

Dr. Muhs is an experienced executive from the fine chemical industry. He began his career in research and development at Terochem Laboratories Ltd. and later worked for Raylo Chemicals Inc. ("Raylo") in Edmonton, Alberta. After the acquisition of Raylo by Laporte PLC ("Laporte"), Dr. Muhs was appointed R&D Director and later President of Raylo, which had become a leading-edge company specializing in the medium to large-scale custom manufacture of active pharmaceutical ingredients. In 1999, Dr. Muhs accepted a transfer to Germany to head Laporte's global Catalysts and Initiators business, and in 2002 he returned to Alberta, becoming involved in venture investing. He was VP Custom Manufacturing & Intermediates for Rhodia Pharma Solutions in England, and since November 2003 has been a Director (Chairman of the Board from May 2006 to December 2012) of Innovotech Inc. (TSX: IOT), a publicly-traded biotechnology firm. Dr. Muhs obtained his undergraduate degree in Chemistry from the Universität Innsbruck in Austria and his Ph.D. in Organic Chemistry from Universität Konstanz in Germany.

Harry Kaura, Director

Mr. Kaura has over twenty years experience in various fields such as engineering, real estate, construction and operations. Mr. Kaura worked as an engineer in training at JMP Manufacturing in India, and moved to Canada in 1992. Mr. Kaura held various positions with Inventronics Ltd. over the course of 5 years. In April 1997, Mr. Kaura founded Amnor Ltd., the operations of which include the manufacturing and powder coating of electrical, telecommunication, and electronic enclosures and chassis. Since 2002, Mr. Kaura's interests have expanded to include real estate acquisition and construction, which are conducted by Amnor Group Inc., structural steel manufacturing, in-house general contracting and excavation. Collectively, the Amnor Group of companies employs 40 people. Mr. Kaura holds a Bachelor in Engineering from Gulbarga University in India.

Prakash Hariharan, Director

Mr Hariharan was a portfolio manager for Front Street Capital,a leading investment firm in Toronto, ON, which he joined in 2005. He continues to manage investments and has been an active manager in growth portfolios, particularly related to agriculture and technology. He has managed growth and income class portfolios and off shore resource growth funds in the small- and mid-cap sector with an emphasis on emerging and disruptive technologies. He has invested in a number of technology companies, the businesses of which have included SaaS, internet of things, cloud computing, backhaul infrastructure, and IaaS. Prior to his career in funds management Mr. Hariharan worked as a process engineer with BASF in its agrochemicals business involved in specialty chemicals for the agricultural sector. He holds a financial engineering degree from York University, a Masters of Business Administration from the Schulich School of Business and an undergraduate degree in Chemical Engineering. Mr. Prakash has served on the boards of Wi2wi, Inc.(TSX:YTY) since May 2013, Aguia Resources Limited (ASX: AGR) since March 2013, and has been the Chairman of the Board of AnalytixInsight Inc. (TSXV:ALY) since July 2013.

Steven Dauphin, Director

Mr. Dauphin co-founded Bonaventure Capital in April 1998 and Fidelis Capital in 2001, and he leads certain private market activities for both firms. From 1994 to 1998, Mr. Dauphin worked with the Harbinger Group, an investment management firm with an emphasis on energy and real estate investments, as both a Director and a Managing Director. From 1991 to 1994, he worked as a special agent with the U.S. Drug Enforcement Administration in Phoenix as part of the Clandestine Lab Enforcement Team. From 1990 to 1991, he worked as an Anglican Lay Minister in Newfoundland, Canada, and prior to that, Mr. Dauphin was an associate with Citicorp. Mr. Dauphin graduated from Harvard University with Bachelor of Arts (economics and religion) and from the University of North Carolina at Chapel Hill with a Masters of Business Administration.

Information Concerning Madison

Madison is a capital pool company that completed its initial public offering and the Madison Common Shares are listed for trading on TSX Venture. Madison currently has 8,100,000 Madison Common Shares outstanding, stock options outstanding to acquire 810,000 Madison Common Shares at a price of $0.10 per share until November 21, 2021, and agent's options outstanding to acquire 600,000 Madison Common Shares at a price of $0.10 per share until December 2, 2013. As at September 30, 2013, Madison had cash and near cash assets, net of liabilities, of approximately $409,000.

Other Matters Concerning the Qualifying Transaction

The completion of the Transaction is subject to the approval of TSX Venture and all other necessary regulatory approval. The completion of the Transaction is also subject to additional conditions precedent, including completion of the Private Placement for gross proceeds of a minimum of $7 million, shareholder approval of Madison and Radient, the continuance of Madison under the CBCA, satisfactory completion of due diligence reviews by the parties, board of directors approval of Madison and Radient, completion of the Escrow Transfer (defined below) and certain other usual conditions.

The Transaction will be an arm's length transaction as none of the directors, officers or insiders of Madison own any interest in Radient.

Upon completion of the Transaction, it is expected: (i) the shareholders of Madison will receive 810,000 Newco Common Shares or 2.3% of the outstanding New Common Shares; (ii) investors in the Radient Private Placement will receive 7,000,000 Newco Common Shares or 20.3% of the outstanding Newco Common Shares assuming only the minimum Radient Private Placement is completed; and (iii) the holders of the Radient Common Shares, Radient Preferred Shares, Radient Notes, Radient Warrants (if exercised) and Radient Options (if exercised) will receive an aggregate of approximately 26,755,666 Newco Common Shares or 77.4% of the outstanding Newco Common Shares.

Madison also announces it has reserved a price of $0.10 per Madison Common Share ($1.00 per Madison Post-Consolidation Common Share) for the grant of stock options to acquire up to 10% of the number of issued and outstanding Madison Post-Consolidation Common Shares (the "Stock Options") in the event the Transaction is completed. The grant of the Stock Options is subject to regulatory approval. The Stock Options will be granted to directors, officers, employees and consultants of the Resulting Issuer and Radient, concurrent with the completion of the Transaction.

The parties agree that Jason Hawkins shall be paid a cash finder's fee of $60,000. The parties agree there are no other finder's fees or similar fees payable to any party with respect to the Transaction or the transactions contemplated herein, except in respect to the Radient Private Placement.

Concurrent with the closing of the Transaction, the current founding shareholders of Madison will transfer within escrow an aggregate of 1,050,000 Madison Common Shares at a price of $0.06 per share to the insiders of Radient, subject to the receipt of all necessary regulatory approval (the "Escrow Transfer").

Madison will apply to the TSX Venture for an exemption from the sponsorship requirements in connection with the Qualifying Transaction. There is no assurance that such exemption will be granted. If such exemption is not granted, Madison will be required to engage a sponsor for the Transaction.

Trading of the Madison Common Shares will not resume until all documents required by the TSX Venture have been filed. Madison will issue a further news release when TSX Venture has received the necessary documentation and trading of the Madison Common Shares is to resume.

As indicated above, completion of the Transaction is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

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

Neither the TSX Venture nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Radient nor Madison will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Madison.

The securities of Madison being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.