Granja Gold Inc.

May 16, 2013 20:55 ET

Granja Gold Announces Letter of Intent With Eidam Diagnostics Corporation

VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 16, 2013) - Granja Gold Inc. (the "Company") is pleased to announce that it has entered into a letter of intent ("LOI") with Eidam Diagnostics Corporation ("Eidam"), a private company involved in the research & development, manufacturing, technical support and marketing of a CRT 2000 Thermographic System, worldwide. Eidam's primary product, the CRT 2000 Thermographic System, is intended for use in preventive healthcare.

Pursuant to the LOI, the company has agreed that: (i) Granja and Eidam will amalgamate (the "Transaction") with shareholders of both companies holding shares in the amalgamated company (the "Resulting Issuer"); (ii) it is contemplated that the Transaction will take place by way of a plan of arrangement and/or other similar transaction; and (iii) Granja and Eidam agree that they will use all commercially reasonable efforts to diligently pursue a listing of the commons shares of the Resulting Issuer (the "Amalco Shares") on the Canadian National Stock Exchange ("CNSX") and obtain conditional approval to list the Amalco Shares on the CNSX prior to the closing of the transaction. Concurrent with the closing of the Transaction, Resulting Issuer plans to complete an equity financing (the "Concurrent Financing") by way of private placement of Amalco Shares on such terms as mutually agreed to between the parties.

It is anticipated that the Definitive Agreement will be entered into on August 31, 2013 or such other date as shall be mutually agreed upon between Granja and Eidam, acting reasonably. Closing the proposed transaction is subject to a number of conditions, including the parties completing their respective due diligence, the Definitive Agreement being entered into, completion of the Concurrent Financing and approval of the CNSX for listing of the Amalco Shares.

In addition, the Company is pleased to announce that it has completed its previously announced plan of arrangement (the "Arrangement") with Trinity Intercontinental Ventures Corp. ("Trinity"). Shareholder and final court approval for the Arrangement were obtained on April 29, 2013 and May 8, 2013, respectively and the effective date of the plan of arrangement was May 16, 2013. Refer to the Company's Information Circular dated March 28, 2013, for additional information concerning the Arrangement.

The purpose of the Arrangement was to restructure the Company by creating one company, Trinity, which the Company believes will be beneficial to the shareholders of the Company, as it is expected that Trinity will enter into a definitive agreement to acquire a business following completion of the Arrangement. Management also believes that by creating this new company and providing the Company's shareholders with interests in this company, shareholder value will be enhanced.

Pursuant to the Arrangement, a total of 1,500,000 common shares in the capital of Trinity have been issued, on a pro-rata basis, to the Company's shareholders.

About Eidam Diagnostics Corp.

Eidam Diagnostics is a privately held Canadian company headquartered in Richmond, B.C. Eidam's primary product is the CRT 2000 thermographic system, which is a non-invasive, radiation-free, reproducible thermographic tool that measures the temperature of predetermined skin points and analyzes such data to provide a health care practitioner with information that may be indicative of irregular body function. The product has obtained the CE Mark, is available for sale in the United States based upon its FDA premarket notification (510(k)) and is also certified as a Class II medical device by the Chinese health authority. The product was developed based on the intellectual property acquired from Capital 21 Holdings Corp., a related corporate entity to Eidam.

Caution Regarding Forward-Looking Statements - This news release contains certain forward-looking statements, including statements regarding the business and anticipated financial performance of the Company, including with respect to completion of the Amalgamation or Plan of Arrangement, the entering into of a Definitive Agreement, completion of the Concurrent Financing, completion of the Transaction and the anticipated results thereof. These statements are subject to a number of risks and uncertainties. Actual results may differ materially from results contemplated by the forward-looking statements. There is no guarantee that any of the Amalgamation or Plan of Arrangement, the entering into of the Definitive Agreement, the Transaction or the Concurrent Financing will be completed as proposed or at all. The Amalgamation or Plan of Arrangement remains subject to approval of the Company's shareholders and shareholders of Eidam. The Transaction is subject to execution of a Definitive Agreement and completion of the Concurrent Financing, among other things. When relying on forward-looking statements to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not place undue reliance on such forward-looking statements. The Company does not undertake to update any forward looking statements, oral or written, made by itself or on its behalf except as required.

Contact Information

  • Granja Gold Inc.
    Simon Cheng
    (604) 689-0618