VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 6, 2012) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES
Pacific-Link Capital Inc. (TSX VENTURE:PCL.H) ("Pacific-Link") is pleased to announce that it has entered into an arm's length non-binding letter of intent (the "LOI") dated November 22, 2012 with Eidam Diagnostics Corporation ("Eidam"), whereby Pacific-Link will acquire all of the issued and outstanding securities in the capital of Eidam in exchange for the issuance of the common shares of Pacific-Link (the "Proposed Transaction").
It is anticipated that the Proposed Transaction will take the form of an amalgamation or such other form of business combination to be determined by the parties, subject to approval by the TSXV Venture Exchange (the "Exchange") and, if accepted, is intended to be Pacific-Link's "Qualifying Transaction" as that term is defined in Exchange Policy 2.4 Capital Pool Companies ("Policy 2.4").
Under the terms of the Proposed Transaction, the common shares of Pacific-Link will be consolidated on a 2 for 1 basis resulting in 3,265,000 common shares at $0.20 per common share immediately prior to closing of the Proposed Transaction. Eidam shareholders will receive one post-consolidated common share of Pacific-Link for each Eidam share held.
As a condition to the Proposed Transaction, Eidam is required to raise a minimum of $750,000 to a maximum of $1,000,000 in new funding (the "Eidam Financing"), the terms of which will be disclosed in a subsequent news release. The definitive agreement in respect of the Proposed Transaction is expected to be entered into following completion of a valuation report by Eidam and the review by Pacific-Link of such valuation report along with Eidam's financials.
Eidam Diagnostics Corporation is a privately held Canadian company headquartered in Richmond, British Columbia. Eidam's primary product is the CRT 2000™ Thermographic System (the "Product"), which is a non-invasive, radiation-free, reproducible thermographic tool that measures the temperature of pre-determined skin points and analyzes such data to provide a healthcare 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 Corporation, a related corporate entity to Eidam.
Details of the Proposed Transaction
It is expected that on closing of the Qualifying Transaction, the Resulting Issuer as that term is defined in Policy 2.4 will be a Tier 2 Technology Issuer on the Exchange, engaged in the business operations of marketing and selling of the Product. As the Proposed Transaction will not be a "Non- Arm's Length Qualifying Transaction" as that term is defined in Policy 2.4., Pacific-Link does not expect that the Proposed Transaction will require the approval of its shareholders.
Conditions to Completion of the Proposed Transaction
Closing of the Proposed Transaction is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to, acceptance by the Exchange of the Proposed Transaction, requisite shareholder approval where applicable and any other applicable approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Closing of the Proposed Transaction is also conditional on Eidam completing the Eidam Financing in conjunction therewith or immediately prior thereto. The proceeds from the Eidam Financing will be used for business operations of the Resulting Issuer, costs to complete the Proposed Transaction and for unallocated working capital. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Resulting Issuer to achieve its business objectives.
Pacific-Link and Eidam will provide further disclosure, including milestones, details regarding the Management Team (as defined below) and the Eidam Financing terms, by way of news release as such information becomes available.
All information contained in this news release with respect to Pacific-Link and Eidam was supplied by the parties respectively, for inclusion herein, and Pacific-Link and its directors and officers have relied on Eidam for any information concerning Eidam.
Management and Board of Directors
Upon completion of the Proposed Transaction, it is anticipated that Pacific-Link together with Eidam will nominate and appoint the directors and senior management (the "Management Team") of the Resulting Issuer.
Sponsorship of Qualifying Transaction
Pacific-Link intends to seek an exemption from the sponsorship requirement of the Exchange, but will appoint one if required to do so.
In accordance with the policies of the Exchange, Pacific-Link's common shares are currently halted from trading and will remain so until such time as the Exchange determines otherwise, which, depending on the policies of the Exchange, may not occur until the completion of the Proposed Transaction.
A finder's fee in connection with the Proposed Transaction will be paid as permitted by and subject to approval by the Exchange.
Pacific-Link is a capital pool company as that term is defined in Policy 2.4 and is in the business of identifying and evaluating businesses and assets with a view to completing a Qualifying Transaction. Pacific-Link is listed on the NEX board of the Exchange under the trading symbol PCL.H.
On behalf of the board of PACIFIC-LINK CAPITAL INC.
Patrick Wong, President, Chief Executive Officer and Director
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.
Forward-Looking Statements: This news release includes certain forward-looking information and forward-looking statements (collectively "Forward-Looking Statements") concerning the future performance of the Pacific-Link's business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-Looking Statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-Looking Statements are based on the current opinions and expectations of management. All Forward-Looking Statements are inherently uncertain and subject to a variety of risks and uncertainties, including the speculative nature of mineral exploration and development generally and specifically in respect of the interpretation of the geology, continuity, grade and size of mineral deposits, unanticipated operational or technical difficulties, fluctuating commodity prices, competitive risks and the availability of financing, changes in laws or regulations, changes in the financial markets and changes in general economic conditions, as described in more detail in our recent securities filings available at www.sedar.com. Such Forward-Looking Statements are based on a number of assumptions, including but not limited to the level and volatility of the price of molybdenum, the availability of financing, the accuracy of reserve and resource estimates and the assumptions on which those estimates are based and the ability to achieve and maintain certain operational efficiencies. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual events or results may differ materially from those expressed or implied in the Forward Looking-Statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these Forward-Looking Statements, except as required by applicable law.
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. NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.