NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH UNITED STATES WIRE SERVICES.
Madison Capital Corporation ("Madison") (TSX VENTURE:MDC.P) a capital pool
company listed on the TSX Venture Exchange (the "Exchange" or "TSXV") is pleased
to announce that it has entered into a letter of intent dated January 19, 2012
with NeutriSci International Inc. ("NeutriSci"), that sets out the basic terms
and conditions pursuant to which it is intended that Madison and NeutriSci will
complete a business combination (the "Proposed Transaction").
The Proposed Transaction is intended to be the Qualifying Transaction of Madison
pursuant to Policy 2.4 of the Exchange. It is expected that the combined entity,
after completion of the Proposed Transaction, will qualify as a Tier 2
Industrial Issuer pursuant to the requirements of the Exchange. The Proposed
Transaction will not be a Non-Arm's Length Qualifying Transaction. It is
intended that the Proposed Transaction shall take place by way of an
amalgamation, arrangement, share exchange or other similar form of transaction.
About NeutriSci
NeutriSci International Inc. is a private company incorporated under the
Business Corporations Act (Alberta) on September 17, 2009. NeutriSci is a global
sales, marketing, development and distribution company specializing in
proprietary nutraceuticals, whole food supplements and cosmetic products.
NeutriSci distributes and manufactures such products as Vendrome, Repose, Veaya
Lyfe and ZEO-8. Vendrome is a men's dietary supplement designed to combat
certain effects of aging in older men and provide improved vitality in younger
men. Repose is a liquid sleep therapy system designed to help alleviate
insomnia. LYFE is a health-enhancing natural juice drink meant to help support
the body's ability to fight off diseases. Zeo8 is a detoxification drink meant
to help trap and expel from the body a variety of toxins like mercury, lead and
arsenic, biotoxins, pesticides and radioactive material.
NeutriSci has also developed a patent-pending proprietary marketing system
called Direct Viral Marketing(TM) or D.V.M.(TM). D.V.M.(TM) is a marketing
system utilizing a revolutionary referral platform designed to combine the power
of direct marketing with a non invasive referral system. Management believes
that D.V.M.(TM) is a marketing system that could change the future of Network
Sales.
NeutriSci is currently in the soft launch, or pre-marketing, phase for several
proprietary neutraceuticals products. "Soft launching" is a mechanism by which
products are released to a limited audience in order to test viability of the
product and the delivery system before a larger marketing effort is implemented.
The senior management of NeutriSci currently includes Keith Bushfield (President
and Chief Executive Officer), Glen Rehman (Chief Operating Officer), Roger
Jewett, (Chief Financial Officer), William Wagner (VP Business Development and
Corporate Secretary) and Thierry Sorhaitz (VP Sales and Marketing). It is
expected that Messrs Bushfield, Rehman, Jewett, Wagner and Sorhaitz will be
appointed to similar positions in Madison upon completion of the Proposed
Transaction. The Board of Directors of NeutriSci is composed of Messrs
Bushfield, Rehman, Wagner and Sorhaitz, Cynthia Solano, Michael Rice and Kathryn
Witter.
Financial information on NeutriSci will be published in a future press release.
Proposed Transaction
Currently, Madison has 8,100,000 Common Shares, incentive stock options
entitling the holders thereof to purchase up to an aggregate of 810,000 Common
Shares at a price of $0.10 per share on or before November 21, 2021 and agent's
options entitling the holders thereof to purchase up to an aggregate of 600,000
Common Shares at a price of $0.10 per share on or before November 22, 2013.
NeutriSci currently has an aggregate of 4,519,780 Class "A" Shares and 2,227,500
Class "B" Shares outstanding, incentive stock options entitling the holders
thereof to purchase up to an aggregate of 1,175,000 common shares at an exercise
price of US$0.20 per share until July 1, 2012 and compensation warrants
entitling the holders thereof to purchase up to an aggregate of 900,000 common
shares at an exercise price of US$0.0001 per share until July 1, 2012 (the
"NeutriSci Warrants"). It is expected that up to 700,000 of the incentive stock
options will be exercised prior to completion of the Proposed Transaction,
thereby adding an additional 700,000 Class "A" Shares to the outstanding capital
of NeutriSci (the "Option Shares").
NeutriSci has also entered into agreement pursuant to which it may be required
to issue an aggregate of 171,648 Class "A" Shares to an arm's length third
party, subject to the fulfilment of certain conditions (the "Contingent
Shares").
Prior to the completion of the Proposed Transaction, NeutriSci proposes to
complete a private placement of up to 2,500,000 Class "A" Shares at a price of
$1.00 per share (the "Financing"). It is a condition to the Proposed Transaction
that NeutriSci raise at least $2,000,000 (2,000,000 Class "A" Shares) under the
Financing (the "Minimum Amount"). NeutriSci intends to use the proceeds from the
Financing to expand its international network, to develop new products lines and
to augment the company's working capital. NeutriSci may issue options to agents
and finders in connection with their services under the Financing. Details of
agents' or finders' compensation will be included in a future press release.
In connection with the Proposed Transaction, and immediately prior thereto,
Madison will effect a consolidation of its common shares (the "Consolidation")
such that one new share ("Post-Consolidation Madison Share") will be issued for
every two pre-consolidation common shares of Madison such that there will be
issued and outstanding approximately 4,050,000 Post-Consolidation Madison Shares
issued and outstanding at the time of the Proposed Transaction. As a result of
the Consolidation, the incentive stock options will be amended such that they
will entitle the holders thereof to purchase up to an aggregate of 405,000
Post-Consolidation Madison Shares at a price of $0.20 per share and the agent's
options will be amended such that they will entitle the holders thereof to
purchase up to an aggregate of 300,000 Post-Consolidation Madison Shares at a
price of $0.20 per share.
Pursuant to the Proposed Transaction, Madison and NeutriSci will complete a
business combination whereby each of the Class "A" and "B" Common Shares of
NeutriSci, including the Option Shares, the Contingent Shares and shares issued
under the Financing, will be exchanged for five Post-Consolidation Madison
Shares at a deemed price of $0.20 per share, each of the NeutriSci Warrants will
be exchanged for warrants of Madison entitling the holders of such warrants to
purchase five Post-Consolidation Madison Shares at a price of US$0.00002 per
share for a period of 24 months from the date of issue, and any agent's options
that may be issued under the Financing will be exchanged for equivalent
securities of Madison.
Subject to Exchange approval, pursuant to the Finder's Fee Agreement between
Breitling Capital and NeutriSci, Breitling Capital will receive
Post-Consolidation Madison Shares equal to 2.5% of the number of
Post-Consolidation Madison Shares issued and outstanding in the capital of
Madison upon completion of the Proposed Transaction at a deemed price of $0.20
(the "Finder's Shares"). Breitling Capital is at arm's length to both Madison
and NeutriSci.
The completion of the Proposed Transaction and the Concurrent Financing are
subject to the approval of the Exchange and all other necessary approvals. The
completion of the Proposed Transaction is also subject to certain other
additional conditions precedent, including, but not limited to: (i) the entering
into of a definitive agreement by Madison and NeutriSci on or before May 10,
2012 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence
by each of Madison and NeutriSci; (iii) the approval of the Proposed Transaction
by each of Madison's and NeutriSci's respective board of directors; (iv) the
approval of the shareholders of NeutriSci, if required; (v) completion of the
Minimum Amount under the Financing; (vi) approval from the Exchange to list the
Resulting Issuer's shares; (vii) the absence of any material change or change in
a material fact which might reasonably be expected to have a material adverse
effect on the financial and operational conditions or the assets of each of the
parties to the Definitive Agreement; and (viii) certain other conditions typical
in a transaction of this nature.
Trading in the shares of Madison on the TSXV has been halted and will remain
halted pending receipt by the TSXV of applicable documentation.
It is anticipated that a Sponsor will be required for the Proposed Transaction.
Disclosure with respect to the proposed Sponsor will be included in a future
press release.
Madison after the completion of the Proposed Transaction shall be referred to
herein as the "Resulting Issuer".
Capitalization of the Resulting Issuer
Assuming that the Minimum Amount is raised under the Financing and that all of
the Option Shares, Contingent Shares and Finder's Shares are issued, upon
completion of the Proposed Transaction, approximately 53,448,256 Post
Consolidation Madison Shares are anticipated to be issued and outstanding in the
capital of the Corporation. If the maximum amount is raised under the Financing,
approximately 56,010,756 Post Consolidation Madison Shares are anticipated to be
issued and outstanding in the capital of the Corporation. Warrants (issued in
exchange for the NeutriSci Warrants) entitling the holders thereof to purchase
up to 4,500,000 Post-Consolidation Madison Shares at a price of US$0.00002 per
share for a period of 24 months from the date of issue will also be issued and
outstanding. In addition, Madison will have issued and outstanding its currently
outstanding incentive stock options which, after taking into account the
Consolidation, will entitle the holders thereof to purchase up to an aggregate
of 405,000 Post-Consolidation Madison Shares at a price of $0.20 per share, and
its currently outstanding agent's options which, after taking into account the
Consolidation, will entitle the holders thereof to purchase up to an aggregate
of 300,000 Post-Consolidation Madison Shares at a price of $0.20 per share.
Additional agent's options may also be issued by Madison in exchange for any
options that may be issued by NeutriSci in connection with the Financing.
Assuming that the Minimum Amount is raised under the Financing and that all of
the Option Shares, Contingent Shares and Finder's Shares are issued, upon
completion of the Proposed Transaction, it is estimated that approximately 90.0%
of the Resulting Issuer will be owned by shareholders of NeutriSci at closing or
80.2% on a fully diluted basis. If the maximum amount is raised under the
Financing, 90.3% of the Resulting Issuer will be owned by shareholders of
NeutriSci at closing or 81.0% on a fully diluted basis. This transaction will
represent a reverse takeover of Madison by NeutriSci.
It is intended that the Resulting Issuer will grant additional incentive stock
options on closing of the Proposed Transaction, subject to the approval of the
Exchange, to employees, consultants, directors, officers of the Resulting
Issuer. The number of stock options issued will not exceed 10% of the issued and
outstanding shares of the Resulting Issuer.
Upon completion of the Proposed Transaction and the Financing, it is expected
that only person that will own 10% or more of the issued and outstanding common
shares of the Resulting Issuer on a fully diluted basis will be the CCSK
Foundation Ltd., a corporation domiciled in Hong Kong over which Mr. Campbell
Davidson has managing control and direction.
Directors and Senior Management of the Resulting Issuer
Subject to and following the closing of the Proposed Transaction, the directors
and senior officers of the Resulting Issuer are expected to be the following
individuals, all of whom are the directors and senior officers of NeutriSci:
Keith Bushfield: Mr. Bushfield now serves as the President, Chief Executive
Officer and Chairman of the Board of NeutriSci. Prior to forming NeutriSci, Mr.
Bushfield held controlling interests in, and was a director or officer of
several start-up companies including CB Company Ltd., an international real
estate development company and Virgin Entertainment Canada, an entertainment and
restaurant conglomerate operating concert promotions, event productions and
entertainment facilities such as nightclubs, bars and restaurants. Virgin
Entertainment also operated several franchise food establishments such as the
Cheesecake Cafe and Ricky's Family Restaurants. Mr. Bushfield also held
controlling interests in, and was a director and officer of several restaurants
including Gargoyles Restaurant and Night Club, Bermuda Triangle and Bourbon
Street. Additionally, Mr. Bushfield was a director and officer of Vauntcom
Media, a digital media signage company, which sold digital media space in NHL
areas, Major League Baseball stadiums and triple-A office buildings. Mr.
Bushfield holds a Bachelor of Arts from Marymount University, Virginia, with a
major in Business Administration/Marketing.
Glen Rehman: Mr. Rehman is the Chief Operating Officer and a director of
NeutriSci. Mr. Rehman was previously a Private Banking Manager for RBC Royal
Bank. He has also served as a Senior Director of Operations of Bernard Callebaut
Chocolates and was responsible for domestic and international expansion
operations. Mr. Rehman most recently served as COO for Vauntcom Media.
Roger Jewett: Mr. Jewett is the Chief Financial Officer of NeutriSci. Mr. Jewett
also currently serves as the Chief Financial Officer of Enerjet, a Boeing 737
charter airline based in Calgary, Alberta. Mr. Jewett is also a partner in the
interactive marketing firm, Twist Marketing, and a partner in Cambio Merchant
Capital, an investment bank. From 2000 to 2007, Mr. Jewett was the Chief
Financial Officer and a director of Rare Method Interactive Corp., a public
interactive marketing firm which trades on the TSX Venture Exchange, also
serving as President of Rare Method from 2002 to 2007. Prior to Rare Method, Mr.
Jewett was the Chief Financial Officer of Resorts of the Canadian Rockies, a
Canadian ski resort, golf resort and hotel operator, and prior to that, he was a
Manager at Coopers & Lybrand. Mr. Jewett holds a Bachelor of Arts degree in
Business Administration from the University of New Brunswick and earned his
Chartered Accountant designation in 1990.
William Wagner: Mr. Rehman is the Vice President, Business Development,
Corporate Secretary and a director of NeutriSci. Mr. Wagner holds a Bachelor of
Arts and an Education degree from York University. After a short teaching
career, Mr. Wagner moved to Calgary, Alberta as a Regional Manager for Fitness
Depot, a Canadian national retail chain. Mr. Wagner's retail career also
included helping to introduce and develop the Best Buy brand in Canada. Mr.
Wagner then spent three years with a land banking firm, which provides Alberta
land banking strategies to investors.
Thierry Sorhaitz: Mr. Sorhaitz is the Vice President, Sales and Marketing, and a
director of NeutriSci. Mr. Sorhaitz holds a Bachelor of Science degree from the
Marriott School of Management, Brigham Young University and a Masters of
Business Administration in Marketing from the David Eccles School of Business,
University of Utah. In 1989, Mr. Sorhaitz began a career in the Network
Marketing and Direct Selling Industries as a Sales Agent and Field Leader for Nu
Skin International (NYSE:NUS), is a direct selling company that distributes
anti-aging products in both the personal care and nutritional supplements
categories. In 1999, Mr. Sorhaitz became the General Manager of South-East
Asia/Pacific and in 2003, the Regional General Manager of Western Europe for
Tahitian Noni International, multi-level marketing company that markets products
made from the noni plant. Most recently, Mr. Sorhaitz acted as VP and Managing
Director of Neways International's North American division. Neways International
is a privately held American multi-level marketing organization that
manufactures and distributes personal care products, nutritional supplements,
and household cleaning products.
Cynthia Solano: Ms. Solano is a director of NeutriSci. Ms. Solano is a partner
at the law firm of Tingle Merrett LLP. Her business law practice is concentrated
in the areas of public and private equity and debt financing, stock exchange
listings and related matters. She has extensive experience with mergers and
acquisitions, corporate reorganizations and other commercial transactions, and
her experience includes technology licensing, distribution, acquisitions and
divestitures. Ms. Solano was formerly the Vice President, Corporate Finance, of
a small Investment bank and Corporate Counsel and has also been Corporate
Secretary of a start-up oil and gas company. Ms. Solano has been with Tingle
Merrett LLP since 2011, prior to which she was an associate with Parlee McLaws
LLP. Ms. Solano holds a Bachelor of Science degree in Cellular, Molecular and
Microbial Biology from the University of Calgary and a Bachelor of Laws degree
from the University of Calgary.
Michael Rice: Mr. Rice is a director of NeutriSci. Mr. Rice has specialized in
compliance and operations management for over ten years. Mr. Rice graduated from
the University of Utah with a Bachelor of Science degree in Economics and
Consumer Studies. Mr. Rice is also the VP of operations and CFO for Emerald Bay
Energy, a TSX-V listed corporation based in Calgary.
Kathryn Witter: Ms. Witter is a director of NeutriSci. Ms. Witter, has in excess
of 28 years of public company experience, working in many aspects of the public
markets: brokerage, venture capital, shareholder communication and, since 1987
as a founder and President of Marketworks, Inc., a company specializing in
providing small cap emerging companies with a range of financial and consulting
services Since founding Marketworks, Inc., Ms. Witter has helped to implement a
large and diverse number of companies business strategies; from assisting with
going public, mergers and acquisitions, financing, marketing, cross border
registrations and implementing regulatory and financial reporting structures in
Canada, the USA and on a lesser scale the EU. In recent years, Ms. Witter has
focused primarily on compliance, corporate governance as well as regulatory and
financial reporting for public companies. While normally working with the Board
of Directors and Executive Management on a consulting level, Ms. Witter has been
a director, CFO and/or senior officer and committee member of a number of
publicly listed companies.
All information contained in this news release with respect to Madison and
NeutriSci was supplied by the parties respectively, for inclusion herein, and
Madison and its directors and officers have relied on NeutriSci for any
information concerning them.
READER ADVISORY
Investors are cautioned that, except as disclosed in the information circular or
filing statement to be prepared in connection with the Proposed Transaction, any
information released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
Statements in this press release may contain forward-looking information
including, operating costs, administrative costs, acquisitions and dispositions,
capital spending, access to credit facilities, income taxes, regulatory changes,
and other components of cash flow and earnings. Any statements that are
contained in this press release that are not statements of historical fact may
be deemed to be forward looking statements. Forward-looking statements are often
identified by terms such as "may", "should", "anticipate", "expects" and similar
expressions. The reader is cautioned that assumptions used in the preparation of
any forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from those
predicted, as a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of Madison. The reader is
cautioned not to place undue reliance on any forward-looking information. Such
information, although considered reasonable by management at the time of
preparation, may prove to be incorrect and actual results may differ materially
from those anticipated. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of
the date of this press release, and Madison does not undertake any obligation to
update publicly or to revise any of the included forward-looking statements,
whether as a result of new information, future events or otherwise, except as
expressly required by securities law.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE SECURITIES
HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT
THEREFROM.
Completion of the Proposed Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance, and, if applicable pursuant
to Exchange Requirements, majority of the minority shareholder approval. Where
applicable, the Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all.
THE TSX VENTURE EXCHANGE HAS IN NO WAY PASSED UPON THE MERITS OF THE PROPOSED
TRANSACTION AND HAS NEITHER APPROVED NOR DISAPPROVED THE CONTENTS OF THIS PRESS
RELEASE.
Madison Capital Corp (TSXV:MDC.P)
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Madison Capital Corp (TSXV:MDC.P)
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