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 Technologies Inc.
Radient extracts natural actives from a range of biological materials using microwave assisted processing ("MAP™"), Radient's patented technology platform which provides superior outcomes in terms of purity, yield, and cost.
Serving market leaders in pharmaceutical, food, beverage, natural health, personal care and bio-fuel markets, Radient commissioned a 20,000 square foot manufacturing plant in Edmonton, Alberta in January, 2014, capable of processing up to five metric tons per day of biomass.