Cardiff International Signs LOI to Acquire MedicaM

FT. LAUDERDALE, FL--(Marketwired - May 9, 2017) -  Cardiff International, Inc. (OTCQB: CDIF) and MedicaMetrix®, Inc. (Private; "MedicaMetrix") announced today they have signed a Letter of Intent agreement under which MedicaMetrix will merge into Cardiff International as its subsidiary, MedicaMetrix, Inc., in an all-stock transaction valued at approximately $6 million. 

MedicaMetrix is the creator of ProstaMetric®, a medical device for more effective prostate cancer diagnosis and monitoring with regulatory approval (CE Mark), with no direct competitor.

Cardiff's total assets will now exceed $20 million including the $9 million in acquired MedicaMetrix assets. This market-expanding merger provides Cardiff entry into the medical device field. MedicaMetrix received a CE mark for the product in October 2016, the EU equivalent of FDA clearance. MedicaMetrix also received ISO 13485 certification (a comprehensive quality management system for medical device manufacturers) further validating the superior manufacturing and quality control systems the Company has perfected and is now using routinely. These developments have a profound impact on ProstaMetric's value proposition. As a direct result, we can now address a $1+ Billion market outside the US. This aligns with MedicaMetrix's long-term strategy to enter the EU market first and then the US market after establishing a profitable and growing business in Europe. President, CEO, and Founder, Christopher G. LaFarge stated, "Toward that end, we have already established a sales organization in the Netherlands and are engaged with 16 UK and Dutch institutions who are eager to use ProstaMetric. The Company will use the Series B funding to launch the product in the EU, build revenues, and apply to the US FDA 510(k) clearance. We strongly believe that this is a potential blockbuster product."

"We are pleased to welcome MedicaMetrix to the Cardiff family," said Alex Cunningham, President/Chief Executive Officer of Cardiff. "Another partnership that adds to our solid foundation for our investors, while diversifying our revenues streams, improving profitability, and increasing shareholder value. MedicaMetrix founders and senior management believe it's in their best interest to become part of Cardiff which provides them the financial platform to double their business over the next 12 months projecting revenues close to $7 million." MedicaMetrix, a Delaware corporation, was founded in 2007 and has its manufacturing facility in Lowell, Massachusetts. LaFarge commented, "We are pleased to be part of the Cardiff family and believe together MedicaMetrix will benefit greatly from this transaction."

Leadership:

After the transaction is completed, the founder and management have executed retention agreements and will remain with MedicaMetrix as a subsidiary of Cardiff in continuing their leadership roles.

• Christopher G. LaFarge, President & CEO, Founder: A serial entrepreneur who founded IIC which developed Micro-Rig, an autonomous robot for oil & gas wells, which was purchased by Halliburton. Christopher is a graduate of Harvard College (Biology) and Yale School of Management (MBA).
• Richard C. Carlson, VP, International Marketing: Rick has been CEO of several companies and brings a wealth of international sales and marketing experience with companies such as Boston Scientific, C.R. Bard, AMS, and ProUroCare. He has been involved with in urology/prostate disease products for more than 25 years.
• Joseph J. George, Director of Product Design, Manufacturing, and Quality: Joe is an electrical & process design engineer with 34 yrs. experience in electronics design and manufacturing in USA and Asia. Joe also brings a solid business management, engineering, lean manufacturing, and ISO quality background.
• Ongoing Boards of Directors and Advisors include a number of preeminent urologists including, John Libertino, MD (Chief, Lahey Clinic; ex-CEO), Peter Madras, MD (Professor at Harvard Medical School; Lahey Clinic), Peter Schulam, MD (Chief, Yale-New Haven), Martin Sanda, MD (Chief, Emory U.), and David Barrett, MD, (Chief, Mayo Clinic, and ex CEO of Lahey Clinic).

Approvals:

This transaction is intended to qualify as a tax-free reorganization for federal income tax purposes, and as a result, the shares of MedicaMetrix stock exchanged for shares of Cardiff stock are expected to be transferred on a tax-free basis. The definitive agreement has been approved by the unanimous votes of the Board of Directors of both companies. Consummation is subject to the approval of audited financials.

About Cardiff: Cardiff International, Inc. is a public holding company, much like a cooperative, leveraging proven management in private companies that become subsidiaries under the Cardiff umbrella. Our focus is not industry or geographic-specific, but rather on proven management, market, and margin. Cardiff targets acquisitions of mature, high growth, niche companies. Cardiff's strategy identifies and empowers select income-producing middle market private businesses, technology companies and commercial real estate properties. Cardiff provides these companies both 1) the enhanced ability to raise money for operations or expansion, and 2) an equity exit and liquidity strategy for the owner, heirs, and/or Investors. For investors, Cardiff provides a diversified lower risk to protect and safely enhance their investment by continually adding assets and holdings. Cardiff is led by strong and talented roster of executives and advisors providing expert acquisition, market guidance and added value for subsidiaries and investors.

FORWARD LOOKING STATEMENT: This news release contains forward looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company's current views with respect to future events that involve risks and uncertainties. These risks include the failure to meet schedule or performance requirements of the Company's contracts, the Company's liquidity position, the Company's ability to obtain new contracts, the emergence of competitors with greater financial resources, and the impact of competitive pricing. In the light of these uncertainties the forward-looking events referred to in this release might not occur.