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

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(TM)"), a patented extraction platform, along with proprietary
know-how in the critical downstream processing areas of purification and
isolation. MAP(TM) 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(TM) 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(TM) 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(TM) 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(TM) 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(TM) 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(TM) technology.


Radient's MAP(TM) 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(TM) 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Madison Capital Corporation
Theodore Rousseau
President
[phone]


Radient Technologies Inc.
Denis Taschuk
Chief Executive Officer
[phone] (ext. 274)