Gemoscan Canada, Inc. Announces Completion of Financing and Additional Corporate Matters
Toronto, Ontario--(Newsfile Corp. - January 14, 2014) - Gemoscan Canada, Inc. (“Gemoscan” or the “Corporation”) – (TSXV: GES) (MUN: 1GE) wishes to announce that it has completed a non-brokered private placement for gross proceeds of $100,000. Under the Offering, the Corporation issued 1,428,571 units (the “Units”) at Cdn.$0.07 per Unit. Each Unit consisted of one Class A share (“Common Share”) and one half of one Class A share purchase warrant (the “Warrants”). Each whole Warrant will entitle the holder to purchase one Common Share of the Corporation (the “Warrant Share”) at a price of Cdn.$0.09 per Warrant Share until January 14, 2016. The Units issued will be subject to a statutory four month plus one day hold period from January 14, 2014.
The Corporation paid finder’s fees of Cdn.$5,600.00. The Offering was conducted in reliance upon certain prospectus and registration exemptions. The net proceeds from the Offering will be used to enhance the Corporation’s cash on hand and strengthen its working capital position.
In addition, the Corporation wishes to announce that it has entered into a shares-for-debt agreement totaling $7,500, with a non-arm’s-length party with regard to outstanding management fees and proposes to settle the debt through the issuance of 83,333 Common Shares of the Corporation at a deemed price of $0.09 per Common Share. The Corporation has also agreed to issue 200,000 Common Shares priced at $0.09 per Common Share to an employee. The Corporation has received final acceptance by the TSX Venture Exchange for both of these transactions. The Common Shares will be subject to a statutory four month plus one day hold period from January 13, 2014.
Finally, further to the Corporation’s press release dated September 24, 2013, the Corporation has issued the second tranche of 1,000,000 Common Shares to Brian Kalish as compensation for historical services rendered. The Common Shares will be subject to a statutory four month plus one day hold period from January 13, 2014.
Kathleen Skerrett, a director of Gemoscan, acquired 285,714 Units for gross proceeds of $20,000. As a result, the private placement is a related party transactions as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The private placement is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by reason of the exemptions contained in sections 5.5(c) and 5.7(1)(b) as the private placement was a distribution of securities for cash valued at less than $2,500,000.
Following the completion of the above transactions, Gemoscan has a total of 37,986,560 Common Shares outstanding.
About Gemoscan Canada, Inc.
Gemoscan is an industry leader in food intolerance management and maintains a first-to- market position with Canada wide distribution through select retail partners. Founded in 2003, using its proprietary patented technology, Gemoscan develops, owns and markets comprehensive food sensitivity and dietary management solutions for consumers, including the HEMOCODE™ Food Intolerance System and the MenuWise™ Food Intolerance Plan, personalized naturopathically supervised nutritional programs that promote well-being. Gemoscan is the first and only provider to commercialize a food intolerance management solution directly to consumers in partnership with retailers, and today offers the most comprehensive services available.
Gemoscan also owns and operates Physiomed Kennedy Inc., and operates Physiomed Yorkdale, both being multidisciplinary paramedical clinics, located in Toronto, Ontario.
Gemoscan Canada, Inc. trades its shares on the Toronto Venture Exchange under the symbol GES and is quoted on the Munich, Frankfurt and Stuttgart Stock Exchanges under the symbol 1GE.
This news release contains certain "forward-looking information". All statements, other than statements of historical fact that address activities, events or developments that Gemoscan believes, expects or anticipates will or may occur in the future. These forward-looking statements reflect the current expectations or beliefs of Gemoscan based on information currently available to Gemoscan. Forward - looking statements are subject to a number of signify cant risks and uncertainties and other factors that may cause the actual results of Gemoscan to differ materially from those discussed in the forward- looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on Gemoscan. Any forward -looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Gemoscan disclaims any intent or obligation to update any forward - looking statement, whether as a result of new information, future events or results or otherwise. Although Gemoscan believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For more information please contact:
Chief Executive Officer
Gemoscan Canada, Inc.