Apr. 20, 2011 (Marketwire Canada) --
TORONTO, ONTARIO -- Aumento Capital Corp. ("Aumento") (TSX VENTURE:ATO.P), a Capital Pool Company, is pleased to provide this update to its press release dated January 25, 2011 wherein it announced it had entered into a letter of intent as of that date with Annidis Health Systems Corp. ("Annidis"). Aumento and Annidis continue to work towards completion of a business combination (the "Transaction") whereby all of the issued and outstanding securities of Annidis will be exchanged for securities of Aumento. The Transaction is intended to constitute the Qualifying Transaction of Aumento as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange").
Annidis was incorporated as a Canadian corporation on March 26, 2007, and has its registered head office at 1100-100 Queen Street, Ottawa, Ontario. The company was founded based on scientific concepts emerging from a decade of research from Canada's leading ocular science institutions including the University of Ottawa Eye Institute, the Ottawa Health Research Institute and the University of Montreal (School of Optometry). Founded by Nick Ribaric, President, Annidis was created with the intent to improve healthcare through eye-centric products and services that help eye care professionals screen, detect, diagnose, treat and manage ocular diseases. Annidis BioMedical Corp. holds a controlling interest in Annidis and is beneficially controlled by Nick Ribaric, of Ottawa, Ontario. Mr. Ribaric will be a director of the public entity following closing of the Transaction (the "Resulting Issuer").
Annidis' primary product, the Annidis RHA™ instrument ("RHA™"), is a multi-spectral digital ophthalmoscope that provides ocular pathology management to aid in early detection and management of ocular pathologies such as age-related macular degeneration, diabetic retinopathy and glaucoma.
Optometrists and ophthalmologists are the primary eye-care providers in North America and are therefore the primary customer for Annidis. The RHA™ is installed in optometrist offices on a pay per use business model. Annidis currently has a number of systems deployed and operating in customers' offices in Ontario and Quebec and is continuing to build its order book. Annidis is in the process of filing a FDA 510K application for approval to sell the RHA™ in the United States.
To date, Annidis has raised approximately $10 million in order to fund the company through the development phase. Annidis is now working on commercializing the RHA™. In 2009 and 2010, Annidis started generating revenue on its pay per use business model and according to the audited financial statements of Annidis for the years ended December 31, 2008, 2009 and 2010; Annidis generated rental revenues of $0, $8,047 and $56,930 in each year respectively. Total current assets for the years ended December 31st, 2009 and 2010 were $786,554, and $1,483,843 respectively, and total current liabilities were $731,853, and $3,837,109 respectively. It is anticipated that revenues will continue to increase as systems are deployed.
The Qualifying Transaction
Subject to regulatory approval, a wholly-owned subsidiary of Aumento ("Subco"), Aumento, and Annidis will enter into an amalgamation agreement (the "Amalgamation Agreement") pursuant to which Annidis will amalgamate with Subco to form an amalgamated company. Pursuant to the Amalgamation Agreement, each Annidis common share will be exchanged for 1.25 common shares of the Resulting Issuer, and each outstanding warrant, convertible security and option of Annidis will be exchanged for 1.25 warrants, convertible securities and options of the Resulting Issuer, having the same terms and conditions as the Annidis warrants, convertible securities, or options, as the case may be, which are being exchanged (the "Amalgamation"). Annidis currently has 39,128,265 common shares, 7,006,553 warrants, 2,960,000 options, and convertible debentures exercisable into 1,596,800 common shares (including accrued interest to March 31, 2011), issued and outstanding before completion of the Private Placement described below. These securities will be exchanged for 48,910,331 common shares, 8,758,191 warrants, 3,700,000 options, and convertible debentures exercisable into 1,996,000 common shares, of the Resulting Issuer on closing of the Transaction.
The proposed Qualifying Transaction constitutes an arm's length transaction, and as such, will not require approval by the shareholders of Aumento.
Concurrently with, or immediately prior to the Amalgamation, and as a condition to the closing of the Transaction, Annidis intends to complete a private placement (the "Private Placement") of a minimum of 6 million units and a maximum of 10 million units at a purchase price of $0.50 per unit, for gross proceeds of between $3 million and $5 million. Each unit will consist of one common share and one-half of one share purchase warrant, each such whole share purchase warrant entitling the holder to acquire one common share at a purchase price of $1.00 at any time prior to the date that is 24 month from the date of issuance. The units and the proceeds from the Private Placement will be held in escrow pending the closing of the Amalgamation. Subscribers who receive units pursuant to the Private Placement will receive securities of the Resulting Issuer on a 1 for 1.25 exchange basis upon the closing in accordance with the Amalgamation Agreement. Proceeds from the Private Placement will be used to pay for the costs of the Transaction, to fund working capital, to continue research and development efforts, and to further sales and marketing activities. Canaccord Genuity Corp. will act as agent to Annidis to sell units on a commercially reasonable efforts basis in connection with the Private Placement, and shall receive as compensation (i) a corporate finance fee of $100,000 plus HST, (ii) a commission of up to 8% of the gross proceeds of the Private Placement, (iii) private placement warrants equal to 8% of the units sold pursuant to the Private Placement and (iv) the payment of its reasonable expenses, including legal fees. The warrants granted to the agent will convert into warrants of the Resulting Issuer pursuant to the terms of the Amalgamation Agreement.
On or before closing of the Amalgamation, certain of the incoming directors and officers of the Resulting Issuer, or other persons designated by Annidis, will purchase 800,000 common shares that are currently held in escrow from seed shareholders of Aumento at a price of $0.20 per share.
The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) completion of the Private Placement; (iii) receipt of an independent valuation of Annidis, if required by the Exchange; (iv) approval of the Transaction by each of the board of directors of Aumento and Annidis; (v) approval of the amalgamation by the shareholders of Annidis; (vi)confirmation of no material adverse change having occurred for either entity prior to closing; (vii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; and (viii) completion of due diligence satisfactory to each party.
Aumento advanced $25,000 to Annidis as a deposit (the "Deposit") on signing the letter of intent, and intends to advance an additional $200,000 by way of secured loan (the "Loan"). The Loan will be secured by promissory note and a general security agreement against all of the assets and undertaking of Annidis. The Loan will mature 90 days following the date that negotiations between the parties have ceased, and will only be advanced upon receipt of the Exchange's approval. Both the Loan and the Deposit will be used by Annidis to fund ongoing operating expenses such as payroll and other general and administrative expenses being incurred in the day-to-day operations; to fund the purchase of materials used for the current manufacturing of Annidis products; to fund the labour costs pertaining to the manufacturing of Annidis products; and for general working capital purposes.
Aumento's board of directors may only be expanded from three to six at its annual general and special meeting of shareholders scheduled for May 16, 2011 (the "AGM"). As a result, if the Transaction closes before the AGM, only three of the incoming directors may be elected to the board of the Resulting Issuer, and they will be: Gerald Slemko (Chief Executive Officer), Nick Ribaric (President), and Michael Mueller (Chairman). At the AGM, the board will be expanded to six and the aforementioned directors will remain on the board with the addition of: Michael Crowley, Rony Thomas, and Timothy McCunn (Secretary). If the AGM occurs before the closing of the Transaction, all six of the aforementioned board members will be appointed to the board of the Resulting Issuer on closing of the Transaction. All members of the board and management bring tremendous experience in their respective fields.
Gerald Slemko is currently CEO of Annidis as well as managing partner of Chelsey Corporation, a private investment company. He is on the board of directors of Ellis Don Limited, one of Canada's Largest construction companies, Trudell Medical Limited and numerous other private company boards.
Nick Ribaric is an entrepreneur with over 20 years of experience focused on commercializing complex technology products and services. He was a founder of Annidis and has been actively involved in developing Annidis since 2005. Some of the companies he has worked for include: Semiconductor Insights, CANAsic, ESP, and Photonics Control.
Mr. Mueller holds positions on a number of boards including: the Public Service Pension Investment Board (and Chair of its Human Resources and Compensation Committee); The Scarborough Hospital (and Chair of its Board); Budco; AIM Therapeutics Inc.; Annidis, and the Scarborough Hospital Foundation. He also serves as strategic advisor to a number of Canadian and international companies.
Michael Crowley managed a diversified portfolio of corporate banking clients in the early part of his career, and during the last 12 years he has been actively involved in all aspects of the formation, management and financing of numerous technology start-up companies. During his 8 year tenure as VP Business Development with Robarts Research Institute, he created a company venture portfolio that attracted over $100 million in capital, and a technology license royalty portfolio which ranks among the top 3 performers in Canada.
Rony Thomas has served as the President and CEO of LifeNet Health Inc. ("LifeNet") since October of 2004. LifeNet is one of the nation's largest life sciences not-for-profit organizations specializing in organ and tissue procurement and the utilization of tissue for bio-medical applications. Mr. Thomas has over 18 years of experience in the medical diagnostic imaging industry, working in entrepreneurial and major corporate settings.
Timothy McCunn is a partner at Borden Ladner Gervais LLP. Mr. McCunn has worked with life sciences investors and issuers for over 25 years and has been involved in over 300 financing transactions. Mr. McCunn has and continues to participate at the board level of many life science companies and has written numerous articles on topics relevant to the industry.
Aumento is currently in the process of finalizing the Filing Statement to be filed with the Exchange in connection with the Transaction.
Completion of the 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 transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the 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.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Aumento Capital Corp.
President and CEO
Annidis Health Systems Corp.