Patient Home Monitoring Corp.

DRM Ventures Inc.

July 11, 2011 19:23 ET

DRM Ventures Inc. Announces Proposed Qualifying Transaction With Patient Home Monitoring Corp. (TSX-V:PHM)

SAN FRANCISCO, CALIFORNIA and TORONTO, ONTARIO--(Marketwire - July 11, 2011) -


DRM Ventures Inc. (TSX VENTURE:DRM.P) ("DRM"), a capital pool company listed on the TSX Venture Exchange (the "Exchange") under the symbol "DRM.P" and Patient Home Monitoring Corp. ("PHM") (TSX VENTURE:PHM), a company listed on the Exchange under the symbol "PHM", jointly announced today that they have approved a private placement term sheet pursuant to which DRM will subscribe for common shares (the "PHM Shares") of PHM (the "Placement"), which, upon completion, will constitute DRM's "qualifying transaction" pursuant to the policies of the Exchange (the "QT").

PHM focuses on in-home cardiology healthcare services in the US market. In the most recent quarterly reporting period ending March 31, 2011, PHM generated a recurring monthly revenue stream with 57% gross margins from weekly monitoring of enrolled patients on blood thinners such as Coumadin® or warfarin on revenues of $250,901. PHM is focused on achieving growth consistent with the potential of the multi-billion dollar market opportunity. PHM will use the cash from the Placement to continue to add new patients to its existing monthly revenue stream.

Under the terms of the Placement, DRM will invest all of its available cash reserves of $700,000 in exchange for 4,264,706 PHM Shares at a price of $0.164137926 per PHM Share. Upon completion of the Placement, DRM intends to distribute the PHM Shares acquired in the Placement to the shareholders of DRM on a pro-rata basis as a return of capital.

With this opportunity, DRM will abandon its plan to acquire AzureCare, which was previously announced on October 6, 2010.

The QT effectively provides that each DRM shareholder will receive 0.6511 PHM Shares for every one share of DRM held. Upon completion of the Placement and QT the shareholders of DRM will hold approximately 6.62% of the issued and outstanding PHM Shares.

Shortly after the distribution of the PHM Shares, DRM expects to delist its common shares from the Exchange and complete a voluntary dissolution. All unexercised options and broker warrants to acquire shares of DRM will be cancelled upon completion of the return of capital and dissolution.

With the additional capital, PHM anticipates that it will have sufficient funding to acquire additional meters for new patients so it can continue to grow its existing customer base. PHM believes that providing investors with the number of patient tests performed at home is a relevant indicator of its total patient base that is eligible for testing and billing for reimbursement. In general, every four reimbursable tests comprise a billing event. These billing events lead to revenue for PHM. PHM had a total of 6,312 total tests in Q2 2011 compared with 3,824 in Q1 2011, representing a 65% quarter over quarter increase. PHM is able to report today that the number of INR tests for May 2011 was 3,485, almost the same amount as the 3-month total for Q1 2011.

Michael Dalsin, Chairman of PHM, said of this news "We are excited by the strong growth we are experiencing and even more excited that the market opportunity to bring a substantial number of new patients a safe, at home testing solution remains robust and large. Our monthly testing level for May, 2011 was almost equal to our total for Q1, 2011 and we are confident that we can continue to grow the business strongly over time."

Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the QT is a "business combination" and will be subject to "minority approval" (as such term is defined in MI 61-101) of the DRM shareholders. For these purposes, the resolutions approving the QT must be approved by a majority of the votes cast by holders of securities, excluding holders of securities whose votes cannot be included for the purposes of minority approval.

Pursuant to the policies of the Exchange, the Placement will be subject to Majority of the Minority Approval (as such term is defined in Exchange Policy 2.4). For these purposes, the resolution approving the Placement must be approved by a majority of the votes cast by holders of securities, excluding securities held by (i) Non-Arm's Length Parties to DRM, and (ii) Non-Arm's Length Parties to the QT.

About PHM

PHM is a healthcare services company focused on providing in-home testing for patients on blood thinner medications such as Coumadin® or warfarin. Medicare recently expanded reimbursement for in-home patient self testing (PST) of blood coagulation levels. PHM has a unique value proposition to cardiology groups that manage patients on blood thinners, focusing on systemization to enroll patients in PST. This unique, systemized approach creates an opportunity for physician groups to operate more efficiently, increasing revenue to their clinic while providing a higher standard of care for patients.

As at the date of this press release, there are currently 60,154,380 PHM Shares issued and outstanding, and convertible securities exercisable for an additional 10,348,041 PHM Shares.

Further information about PHM can be found online at and at

About DRM

DRM, a capital pool company within the meaning of the policies of the Exchange, was incorporated August 24, 2009 and was listed on the Exchange on December 14, 2009. DRM does not have any operations and has no assets other than cash. DRM's business is to identify and evaluate businesses and assets with a view to completing a "qualifying transaction" under the policies of the Exchange.

The information in this press release related to PHM was provided to DRM by PHM.

Information in this news release that is not current or historical factual information may constitute forward-looking information within the meaning of securities laws. Implicit in this information, particularly in respect of the future outlook of PHM and DRM and anticipated events or results, are assumptions based on beliefs of PHM's and DRM's senior management as well as information currently available to it. While these assumptions were considered reasonable by PHM at the time of preparation, they may prove to be incorrect. Readers are cautioned that actual results are subject to a number of risks and uncertainties, including the availability of funds and resources to pursue operations, decline of reimbursement rates, dependence on few payors, possible new drug discoveries, a novel business model, dependence on key suppliers, granting of permits and licenses in a highly regulated business, competition, low profit market segments as well as general economic, market and business conditions, and could differ materially from what is currently expected.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Mooncor. The securities of Mooncor have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

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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