Aumento Capital Corporation

January 25, 2011 12:41 ET

Aumento Capital Corp. Announces Letter of Intent to Complete a Business Combination With Annidis Health Systems Corp.

TORONTO, ONTARIO--(Marketwire - Jan. 25, 2011) - Aumento Capital Corp. ("Aumento") (TSX VENTURE:ATO.P), a Capital Pool Company, is pleased to announce it has entered into a letter of intent on January 25, 2011 with Annidis Health Systems Corp. ("Annidis") to complete 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").

About Annidis

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' primary product, the Annidis RHA™ instrument ("RHA™"), is a multi-spectral digital ophthalmoscope that provides ocular pathology management system that aids in early detection and management of ocular pathologies such as age-related macular degeneration (AMD), diabetic retinopathy (DR) 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 RHA™ in the United States.

The management team of Annidis includes Gerald Slemko (Chief Executive Officer), Nick Ribaric (President), Brian Baker (Chief Financial Officer), Dr. Alan Boate (Chief Scientist), Brian Leonard MD (Chief Medical Officer), David Khan (Chief Technology Officer), Rick Clayton (Director of Engineering), and Mike McDonnell (Director of Regulatory and Quality). All members of the management team bring tremendous experience in their respective fields.

To date, Annidis has raised approximately $10 million in order to fund the company through the development phase. Annidis is now working on commercializing RHA™. In 2010, Annidis started generating revenue on its pay per use business model and it is anticipated that the revenues will continue to increase as systems are deployed. 

The Qualifying Transaction

Subject to regulatory approval, Aumento will acquire all of the currently issued and outstanding securities of Annidis (including convertible securities) by issuing corresponding securities of Aumento to the security holders of Annidis, at deemed issuance prices and exchange ratios to be determined amongst the parties.

The proposed Qualifying Transaction constitutes an arm's length transaction, and as such, will not require approval by the shareholders of Aumento. 

Concurrently with the closing of the Qualifying Transaction, a private placement (the "Private Placement") will be completed by Annidis (with gross proceeds to be determined), with Canaccord Genuity Corp. acting as agent on a commercially reasonable best efforts basis. Standard fees and commissions are anticipated to be paid in connection with the Private Placement, and the net proceeds of this issuance will be used to finance working capital for production and deployment of RHA™ and further development of the sales and marketing initiatives. The securities issued under this private placement will be exchanged into corresponding securities of Aumento pursuant to the terms of the Qualifying Transaction.

The Transaction is conditional upon, among other things: (i) receiving all necessary regulatory and third party approvals and authorizations; (ii) finalizing the value of Annidis and the resulting deemed issuance price and securities exchange ratios of the securities to be issued by Aumento in exchange for the securities of Annidis; (iii) completion of the Private Placement; (iv) receipt and satisfaction of Aumento with the financials statements of Annidis; (v) receipt of an independent valuation of Annidis, if required by the Exchange; (vi) approval of the Transaction by each of the board of directors of Aumento and Annidis; (vii) confirmation of no material adverse change having occurred for either entity prior to closing; (viii) completion of a definitive agreement setting forth the terms and conditions for the closing of the Transaction; (ix) completion of due diligence satisfactory to each party; and (x) completion of a sponsorship report satisfactory to the Exchange (or waiver by the Exchange of that requirement).

Aumento has agreed, subject to Exchange approval, to advance to Annidis $25,000 by way of a deposit and an additional $200,000 by way of secured loan. The loan will only be advanced upon, in addition to receipt of Exchange approval, receipt of security for the loan satisfactory to Aumento's Board of Directors.

The Board of Directors of the resulting issuer immediately upon completion of the Qualifying Transaction will be determined upon agreement of the parties.

Aumento intends to issue a further press release providing additional details regarding the Qualifying Transaction at a later date.

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.

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