Genetic Diagnostics Technologies Corp.
TSX VENTURE : GDD

Genetic Diagnostics Technologies Corp.

June 04, 2007 13:06 ET

Genetic Diagnostics Technologies Corp. Announces Execution of Amalgamation Agreement With Polar Mining Corporation

CALGARY, ALBERTA--(Marketwire - June 4, 2007) -

(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)

Genetic Diagnostics Technologies Corp. (TSX VENTURE:GDD) ("GDD" or the "Corporation") is pleased to announce, further to a press release issued March 27, 2007, that it has entered into a formal amalgamation agreement (the "Amalgamation Agreement") with Polar Mining Corporation ("Polar"), pursuant to which the parties have agreed Polar and GDD will amalgamate (the "Business Combination") and continue as a new company to be named Polar Mining Corp. ("Amalco"), or such other name as the parties may mutually determine. Pursuant to the terms of the Amalgamation Agreement:

(a) each one common share of Polar shall be exchanged for one fully-paid and non-assessable common share of Amalco (the "Amalco Shares");

(b) each warrant of Polar shall be exchanged for one replacement warrant of Amalco with identical terms (the "Amalco Polar Replacement Warrants");

(c) each broker warrant of Polar shall be exchanged for one replacement broker warrant of Amalco with identical terms (the "Amalco Polar Broker Warrants");

(d) each stock option of Polar shall be exchanged for one replacement stock option of Amalco with identical terms (the "Amalco Polar Replacement Stock Options");

(e) each 3.36 common share of GDD shall be exchanged for one Amalco Share; and

(f) each 3.36 stock option of GDD Options shall be exchanged for one replacement stock option of Amalco exercisable at $0.84 per share (the "Amalco GDD Replacement Stock Options").

Immediately prior to the effective date of the Business Combination but as part of the amalgamation, GDD intends to complete a reorganization of the current outstanding share capital of its wholly-owned subsidiary Genetic Diagnostics Inc. ("GDI"), into 35,971,545 common shares of GDI owned by GDD. GDD then intends to transfer such shares of GDI to the shareholders of GDD on the basis of one common share of GDI for each common share of GDD held.

After the completion of the Business Combination, additional stock options of Amalco ("New Amalco Stock Options") may be issued, as determined by the board of directors of Amalco and in accordance with the policies of the TSX Venture Exchange Inc. ("TSX Venture"), each entitling the holder to acquire one Amalco Share at a price of $0.50 per Amalco Share until five years from date of grant, in accordance with their terms.

The following table describes the outstanding pro forma share capital of Amalco after completion of the Business Combination:



Pro Forma After Completion
of the Business Combination
--------------------------------------------

Current GDD Shareholders 10,705,817

Current Polar Shareholders 16,295,000
--------------------------------------------

TOTAL: 27,000,817

Existing Polar Broker Warrants 234,000 exercisable at $0.65 per share(1)

Existing Polar Stock Options 200,000 exercisable at $0.25 per share(2)
200,000 exercisable at $0.50 per share(2)

Existing GDD Stock Options 44,643 exercisable at $0.74 per share(3)

Existing Polar Warrants 1,647,500 exercisable at $0.65 per share(4)

New Amalco Options 2,255,439 exercisable at $0.50 per share(5)


Notes:

(1) The Amalco Polar Broker Warrants will be exercisable until December 31,
2008, in accordance with their terms.

(2) The Amalco Polar Replacement Stock Options will be exercisable until
dates ranging from August 25, 2011 to November 24, 2011, in accordance
with their terms.

(3) The Amalco GDD Replacement Stock Options will be exercisable for the
period of 90 days from the closing of the Business Combination.

(4) The Amalco Polar Replacement Warrants will be exercisable until June 30,
2008, in accordance with their terms.

(5) The Amalco New Stock Options will be exercisable for a period of five
years from the closing of the Business Combination.


The completion of the Business Combination is subject to the approval of the TSX Venture and all other necessary regulatory approval. The completion of the Business Combination is also subject to additional conditions precedent, including shareholder approval of the Corporation and Polar for the Business Combination, the entering into of consulting agreements with certain key personnel of Polar and certain other conditions.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance and shareholder approval. The Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Information Circular of the Corporation to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of the Corporation should be considered highly speculative.

Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. Neither Polar nor GDD will update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by GDD and Polar.

The TSX Venture has in no way passed upon the merits of the Business Combination and has neither approved nor disapproved the contents of this press release.

Contact Information

  • Genetic Diagnostics Technologies Corp.
    David G. Speck
    President
    (416) 204-9788 (ext. 223)
    or
    Polar Mining Corporation
    T. Douglas Willock
    President
    (416) 368-3949