KAM Capital Corp.

June 25, 2008 16:11 ET

KAM Capital Corp. Enters Into Amalgamation Agreement

TORONTO, ONTARIO--(Marketwire - June 25, 2008) - KAM Capital Corp. (the "Corporation") (TSX VENTURE:KMC.P), a capital pool company, is pleased to announce, that further to the press release dated May 6, 2008, the Corporation and its special purpose, wholly-owned subsidiary, 2174656 Ontario Limited ("KAM Subsidiary"), have signed a formal amalgamation agreement (the "Amalgamation Agreement") with Synergist Medical Inc. ("Synergist"). Pursuant to the Amalgamation Agreement, Synergist and KAM Subsidiary will amalgamate under the Business Corporation Act (Ontario). Rather than receiving securities of the amalgamated corporation, the shareholders of Synergist will each receive 1.6129 common shares of the Corporation for each issued and outstanding share of Synergist and the holders of warrants of Synergist will received 1.6129 warrants of the Corporation for each outstanding warrant of Synergist, which shall have the same terms and conditions provided by the Synergist warrants, subject to an adjustment to the exercise price to reflect the exchange ratio.

The transaction will constitute the Corporation's Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange"). In addition to the usual conditions in respect of due diligence and corporate authority, the closing of the amalgamation contemplated in the Amalgamation Agreement is conditional upon the approval of the Synergist shareholders, and certain directors and officers of the Corporation being replaced by directors and officers of Synergist. It is proposed that William Jackson and Martin Bernholtz, current directors of the Corporation, will continue as directors and Dr. Reiza Rayman and Craig Leon, current directors of Synergist, will be appointed as directors of the Corporation. Details of the proposed Qualifying Transaction are available in the Corporation's press release dated May 6, 2008 on SEDAR at www.sedar.com.

Cautionary Statements

Completion of the Qualifying Transaction is subject to a number of conditions including but not limited to, due diligence, Exchange acceptance and if required by Exchange policies, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying 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 Qualifying Transaction, any information released or received with respect to the Qualifying 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.

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to complete the Qualifying Transaction and associated transactions, including statements regarding the terms and conditions of the Qualifying Transaction and associated transactions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Qualifying Transaction and associated transactions, that the ultimate terms of the Qualifying Transaction and associated transactions will differ from those that currently are contemplated, and that the Qualifying Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, Synergist, or their respective financial or operating results or (as applicable), their securities.

The Exchange has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this news release.

Contact Information

  • KAM Capital Corp.
    William Jackson
    (647) 261-9502