Gemoscan Canada, Inc. Announces Option Grants, Shares for Debt Settlement & Shares for Service Settlement

January 19, 2015 10:51 AM EST | Source: Gemoscan Canada, Inc.

Toronto, Ontario--(Newsfile Corp. - January 19, 2015) - Gemoscan Canada, Inc. (TSXV: GES) (MUN: 1GE) ("Gemoscan" or the "Company"), announces that, subject to regulatory approval, its Board of Directors has approved, effective January 16, 2015, the grant of an aggregate of 690,000 stock options (the "Options") to directors, officers and employees of the Corporation. The Options are exercisable into Class A Shares of Gemoscan at an exercise price of $0.05 per share. The Options all vest immediately and have a five year term to expiry.

Shares for Debt

The Company also wishes to announce that it has entered into a shares-for-debt agreement totaling $15,000, with a non-arm's-length party with regard to outstanding management fees and proposes to settle the debt through the issuance of 300,000 Class A Shares of the Gemoscan at a deemed price of $0.05 per share, subject to final acceptance by the TSX Venture Exchange (the "TSXV"). The Class A Shares will be subject to a statutory four month plus one day hold period from January 16, 2015.

This shares for debt settlement, and subsequent issuance of the Class A Shares, will not create a new Control Person.

Shares for Service

Gemoscan also wishes to announce its intention to issue shares for services to a consultant in exchange for their provision of advisory services related to clinic sales and marketing (the "Advisory Services").

Gemoscan has entered into an agreement with a consultant (the "Consultant") to provide the Advisory Services (the "Agreement"). Pursuant to the terms of the Agreement, Gemoscan will remunerate the Consultant for the provision of the Advisory Services by issuing the Consultant 130,000 Class A Shares in the capital of the Company at a deemed price of $0.05 per share. The issuance of the Class A Shares will be effective January 9, 2015.

The provisions of the Agreement are subject to approval by the TSXV and to compliance with all applicable regulatory requirements and any applicable hold periods.

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 naturopathic dietary management solutions for consumers, including the Hemocode™ System and the MenuWise™ Plan, personalized medically supervised programs that promote dietary well-being. Gemoscan is the first and only provider to commercialize a food sensitivity management solution directly to consumers in partnership with retailers, and today offers the most comprehensive services available. Gemoscan also owns and operates 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.

Forward-Looking Information

This news release contains certain "forward-looking information". All statements, other than statements of historical fact, 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 significant 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:

Company:
Brian Kalish
Chief Executive Officer
Gemoscan Canada, Inc.

Tel: 416.650.1200
bkalish@gemoscan.com
www.gemoscan.com

-30-

info