VANCOUVER, BRITISH COLUMBIA--(Marketwired - Aug 30, 2013) - Granja Gold Inc. (the "Company") is pleased to announce that, further to its prior news release dated May 16, 2013, it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Eidam Diagnostics Corporation ("Eidam") and 0978762 B.C. Ltd. ("Spinco"). The Company also wishes to announce that it has entered into a letter of intent ("LOI") with Pleomorphic Laboratories Corporation ("Pleomorphic"), a private company.
Pursuant to the LOI, the Company agreed to: (i) incorporate Spinco, a wholly-owned subsidiary of the Company; and (ii) transfer cash to Spinco in consideration for common shares of the Company and distribute these common shares to the Company's shareholders pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). In this regard the Company has entered into the Arrangement Agreement.
The Arrangement Agreement and Plan of Arrangement also contemplate that, on the effective date of the Plan of Arrangement, but subsequent to the transfer of cash to Spinco and distribution of Spinco common shares to the Company's shareholder, the Company will amalgamate with Eidam to form a new company ("Amalco"). Shareholders of the Company will receive one common shares of Amalco for each common share of the Company held. Shareholders of Eidam will receive one common share of Amalco for each Eidam common share held.
The Company will seek approval of the Plan of Arrangement at a special general meeting of its shareholders to be held on or about October 21, 2013 (the "Meeting"). Shareholders of Eidam will also hold a special general meeting to approve the Plan of Arrangement as well as the approval of the continuance of Eidam from the Canada Business Corporations Act to the British Columbia Business Corporations Act (the "Eidam Continuance").
Completion of the Plan of Arrangement is subject to a number of conditions, including, receipt of the approval of Granja shareholders at the Meeting, receipt of the approval of Eidam shareholder of the Plan of Arrangement and the Eidam Continuance, completion of the Eidam Continuance, receipt of conditional approval of the Amalco common shares on the Canadian National Stock Exchange ("CNSX") and receipt of an order of the Supreme Court of British Columbia.
Further information regarding the LOI and the Plan of Arrangement will be set forth in the notice of meeting and information circular to be prepared in connection with the Meeting. Subject to the conditions of the Arrangement Agreement being fulfilled, should the Plan of Arrangement receive approval at the Meeting, it is anticipated that the Plan of Arrangement will be made effective shortly thereafter. Upon completion of the Plan of Arrangement, Spinco will become a reporting issuer in British Columbia and Alberta. Amalco will become a reporting issuer in British Columbia, Alberta and, upon the listing of Amalco common shares on the CNSX, Ontario.
The LOI contemplates that subsequent to and subject to completion of the Plan of Arrangement, Spinco and Pleomorphic anticipate entering into a definitive agreement (the "Definitive Agreement") whereby Spinco will acquire 100% of the assets of Pleomorphic (the "Acquisition"). The entering into of the Definitive Agreement remains subject to a number of conditions, including completion of satisfactory financial, legal and business due diligence in respect of the assets of Pleomorphic. Should Spinco and Pleomorphic enter into the Definitive Agreement, the Acquisition would remain subject to a number of further conditions.
Should the Plan of Arrangement be completed, it is anticipated that the Definitive Agreement will be entered into on or before December 31, 2013. Should the Plan of Arrangement be completed, but a Definitive Agreement not entered into, shareholders of the Company will have an interest in Amalco and will also hold an interest in SpinCo, an unlisted reporting issuer in British Columbia and Alberta with no assets other than cash. The Company and Eidam and the Company and Pleomorphic are at arm's length.
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 Plan of Arrangement, the entering into of a Definitive Agreement, completion of the Acquisition 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 Plan of Arrangement, the entering into of the Definitive Agreement or the Acquisition will be completed as proposed or at all. The Eidam Continuance remains subject to the approval of the Eidam's shareholders and the Plan of Arrangement remains subject to approval of the Company's and Eidam's shareholders and the Supreme Court of British Columbia. The Acquisition is subject to completion of the Plan of Arrangement and execution of a Definitive Agreement, 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 by law.
- Mergers, Acquisitions & Takeovers
Granja Gold Inc.