Brazos International to Merge With Epinex Diagnostics

Brazos International Exploration has executed a letter of intent to merge with Epinex Diagnostics, a US-based biomedical device company. Brazos and Epinex expect to execute a definitive plan of merger on or before October 19, 2009.

The letter of intent anticipates a merger between a wholly owned subsidiary of Brazos and Epinex in a transaction intended to qualify as a tax free exchange whereby Brazos will issue 16.2 million shares of its common stock to the shareholders of Epinex on a pro rata basis in proportion to their respective shareholdings of Epinex and cancel 4.3 million shares of its outstanding common stock.

On closing, the shareholders of Epinex will acquire a majority position in the shares of Brazos in exchange for all of the issued and outstanding securities of Epinex, including stock options that will be cancelled in exchange for new stock option grants under a Brazos stock option plan. Brazos intends to close a $2.5 million financing concurrent with the closing of the acquisition.

Epinex is engaged in the development of new rapid tests that target major deficiencies in the existing healthcare market, especially diabetes. The company has developed a new diabetes-monitoring device that could relieve the burden of diabetes on the healthcare system.