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MDC.P Madison Capital Corp

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Share Name Share Symbol Market Type
Madison Capital Corp TSXV:MDC.P TSX Venture Ordinary Share
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.00 -

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

22/05/2014 9:06pm

Marketwired Canada


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(TM)"), 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(TM) 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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Denis Taschuk
Chief Executive Officer of Amalco
(780) 465-1318 (ext. 274)

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