Vensearch Capital Corp.
TSX VENTURE : VNS.P

July 07, 2005 08:00 ET

Vensearch Capital Corp. and Genetic Diagnostics Inc. Complete Business Combination

TORONTO, ONTARIO--(CCNMatthews - July 7, 2005) -

(Not for dissemination in the United States of America)

Genetic Diagnostics Technologies Corp. (formerly Vensearch Capital Corp. (TSX VENTURE:VNS.P) ("Vensearch")) ("Genetic Diagnostics") announced that, effective June 30, 2005, it has completed its previously announced Qualifying Transaction involving the business combination (the "Business Combination") of Vensearch and Genetic Diagnostics Inc. ("GDI").

The Business Combination will constitute a Qualifying Transaction of Vensearch as defined in Policy 2.4 of the TSX Venture Exchange Inc. ("TSX Venture") Corporate Finance Manual. Pursuant to the Business Combination, among other things, GDI and a wholly-owned subsidiary of Vensearch amalgamated to form a new company under the name Genetic Diagnostics Inc. ("New GDI") and Vensearch changed its name to Genetic Diagnostics Technologies Corp.

Pursuant to the Business Combination: (i) the holders of GDI Class A Shares received 0.6642977 New GDI Class A Exchangeable Shares for each GDI Class A Share owned; (ii) the holders of the GDI Class C, Series 1 Shares (issued by GDI to subscribers under the December 2004 private placement) received one Genetic Diagnostics Common Share for each GDI Class C, Series 1 Share owned; (iii) the holders of the GDI Class C, Series 2, Series 3 and Series 5 Shares received one New GDI Class B Exchangeable Share for each GDI Class C Share owned; (iv) the holders of GDI Series 1 share purchase warrants received one Genetic Diagnostics share purchase warrant for each GDI Series 1 share purchase warrant owned (issued by GDI to subscribers under the December 2004 private placement); and (v) the holders of GDI Series 3 and Series 4 share purchase warrants received one New GDI share purchase warrant for each GDI Series 3 and Series 4 share purchase warrant owned (the New GDI share purchase warrants may not be exercised until independent validation is completed, as described below).

The investors in the December 2004 GDI private placement will receive their replacement Genetic Diagnostics shares and warrants in due course, without any further action required on their part. All other securities of Genetic Diagnostics issued pursuant to the Business Combination will be subject to escrow and accordingly will not be distributed until released from escrow under the terms of the escrow agreement.

The outstanding GDI agent's options were exchanged for an equivalent number of Genetic Diagnostics agent's options, entitling the holder to acquire such number of securities of Genetic Diagnostics equivalent to the securities of GDI to which the holder was entitled prior to completion of the Business Combination.

The Business Combination was approved by shareholders of both companies, but remains subject to the approval of TSX Venture and all other necessary regulatory approval. Final filings are expected to be made with the TSX Venture over the next 10 days and upon receipt of final TSX Venture approval, the common shares of Genetic Diagnostics are expected to commence trading under the symbol "GDD" at which time the common shares of Vensearch will cease trading.

One of the requirements of the Business Combination is that an independent validation of the Genetic Diagnostics Triplex Assay® technology be completed by an internationally recognized Toronto hospital involving a blinded study of the ability of the Triplex Assay® to detect the presence of bacterial pathogens where the required sensitivity is currently available through the use of PCR. As previously announced, this study is being conducted by the University of Toronto under the supervision of Dr. James Brunton, Director, Infectious Diseases, the University Health Network and is expected to be completed by the beginning of August 2005.

The Genetic Diagnostics board of directors presently consists of Jeffrey Dawson, Richard Hurwitz, G. Scott Paterson, Dr. Gerald Hatch and Stephen Johnston. Upon Independent Validation Success being achieved, the board of directors of Genetic Diagnostics will consist of Stephen Johnston, G. Scott Paterson, Dr. Gerald Hatch, James Beatty and Dr. David Greenberg.

Genetic Diagnostics is a public company based in Toronto, Ontario that through its subsidiary, GDI, a development stage DNA diagnostics company, licenses and continues to further develop a revolutionary diagnostic platform that it intends to commercialize in Canada and the United States. For more information regarding Genetic Diagnostics contact Stephen C. Johnston, the President of Genetic Diagnostics Technologies Corp. at 416-360-3469 or go to www.dna3.com. Further information with respect to the Business Combination is available under Vensearch's profile at www.sedar.com.

As indicated above, completion of the Business Combination is subject to a number of conditions, including but not limited to, TSX Venture acceptance. The Business Combination cannot close until the required approvals are 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 Vensearch 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 Vensearch should be considered highly speculative.

The TSX Venture Exchange Inc. 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.
    Stephen C. Johnston
    President
    (416) 360-3469
    Website: www.dna3.com
    or
    Vensearch Capital Corp.
    Geoffrey G. Whitlam
    President
    (416) 860-7641