Eidam Diagnostics Corporation Announces Proposed Amalgamation
Eidam Diagnostics Corporation and Wyn Metals Inc. have proposed to amalgamate
* The parties have agreed to extend the completion date of the transaction to October 30, 2009.
* The parties have elected not to complete the proposed amalgation, and have elected to allow the Letter Agreement to expire without renewal.
Richmond, BC – June 12, 2009
Eidam Diagnostics Corporation ("Eidam") today announced that it has entered into an arm’s length letter agreement ("Letter Agreement") dated May 29, 2009 with Wyn Metals Inc. ("WMI") of Vancouver, BC, pursuant to which Eidam and WMI have proposed to amalgamate.
Under the arrangement Eidam would relinquish all of its shares for 61,870,100 common shares of the combined company plus 8,000,000 stock options, plus additional shares issued as part of the financing raised prior to closing, and issuance of 300,000 shares of the resulting consolidated company to the investment company that brokered this transaction.
The issued and outstanding common shares of WMI as of the date of closing shall not exceed 3,365,382 shares. These shares will be exchanged on a 1:1 basis with shares of the combined company.
The proposed transaction will be completed on or before August 31, 2009 or such later date as shall be agreed upon between the parties in writing. On completion of the proposed transaction, the Company will be trading on the Canadian National Stock Exchange. The Company will undertake to raise up to $5,000,000 in two or more tranches.
Prior to closing, Eidam will hold an Annual and Special Meeting of Shareholders (the "Meeting") to, among other items, have the shareholders of Eidam vote on this proposed amalgamation.
About Eidam Diagnostics Corporation
Eidam Diagnostics Corporation is a privately held Canadian company with offices in Canada, Switzerland and China.
The company's primary product, the CRT 2000® Thermographic System is intended for use in
preventative healthcare, and is able to detect the changes in the body's temperature regulation to produce data that can be used for adjunctive diagnosis of certain diseases. The CRT 2000® is the only contact thermography device of its kind in the world. It is non-invasive, emits no radiation, and can be used repeatedly for treatment monitoring.
The CRT 2000® has obtained CE accreditation and has been listed as a US FDA 510(k) Class I medical device.
About Wyn Metals Inc.
On April 2, 2008, Canada Gas Corp. (formerly Wyn Developments Inc.) ("Canada Gas") entered into an agreement with WMI whereby Canada Gas would transfer to the Company, by way of a Plan of Arrangement (the "Arrangement") under the Business Corporations Act (British Columbia), its interest in the Thrust Property. Upon closing of the transaction on June 10, 2008, WMI was owned exclusively by existing Canada Gas shareholders. Each shareholder of Canada Gas received 0.0909 common shares of WMI for every one (1) common share of Canada Gas held, totaling 9,196,146 common shares. The Thrust property was transferred at Canada Gas’ carrying value of $940,598.
WMI has an accounting year end of January 31st and is in good standing in its filings with submission of its audited year end occurring the same week as the date of the Letter Agreement.
For further information please contact Eidam Diagnostics at firstname.lastname@example.org.
Any statements made in this release that are not based on historical fact are forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, the actual outcome and results are not guaranteed and are subject o certain risks, uncertainties, and assumptions and may differ materially from what is expressed.
Completion of the transaction and listing on the Exchange is subject to a number of conditions, including but not limited to approval of the various securities commissions and Exchange acceptance. 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 any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in securities should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.