Gemoscan Secures Acquisition Financing Facility to Support Growth Strategy
TORONTO, March 18, 2013 (GLOBE NEWSWIRE) -- Gemoscan Canada, Inc. (TSXV:GES)
(MUN:1GE) ("Gemoscan" or the "Company"), a leading owner and marketer of food
sensitivity and dietary management solutions, announced today it has signed an
Acquisition Financing Facilitation Agreement (the "Agreement") with NorthStar
Bancorp Limited ("NorthStar") for up to C$10 million in aggregate debt
fundings (the "Facility") to support Gemoscan's acquisition of complementary
businesses in the retail health care sector.
The Agreement provides individual financings of senior, subordinated,
convertible debt and bridge loan funding on each acquisition transaction
entered into by Gemoscan, subject to certain prescribed terms and conditions.
While financial terms were not disclosed, Gemoscan advised that each completed
debt financing is expected to become a direct obligation of the Company and/or
its controlled subsidiaries. Upon signing and further to the Agreement,
Gemoscan issued 1,269,841 Class A shares at Cdn.$0.07875 per share,
representing one percent of the total Facility, or C$100,000, to NorthStar as
a facilitation fee. These shares will be legended and restricted from trading
for a period of four months.
Gemoscan is intensifying its strategy within the expanding consumer powered
healthcare sector through a combination of organic growth and the calculated
acquisition of retail healthcare providers. The Company expects this will
increase Gemoscan's market share of its core dietary management business,
while helping to transform the Gemoscan into the premier platform in the
rapidly emerging retail wellness and healthcare market.
"In an effort to drive incremental sales and profitability while, at the same
time providing us with a captive market to which to sell our core programs,
our goal is to drive shareholder value by becoming the preeminent consolidator
of paramedical clinics in the quickly developing, yet highly fragmented,
consumer driven retail health care market," commented Brian Kalish, Gemoscan's
President and Chief Executive Officer. "This Facility is designed to provide
the Company and its shareholders with the necessary resources and flexibility
to capture the full value of the market's growth potential."
Phoenix Capital Partners Inc. ("Phoenix") acted as the exclusive advisors for
Gemoscan in arranging the Facility.
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^TM Food Intolerance Plan. 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 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.
ABOUT PHOENIX CAPITAL PARTNERS INC.
Phoenix Capital Partners Inc. is an independently owned corporate financing
boutique firm which serves the advisory, transaction negotiation, and multiple
financing needs of small and medium-sized companies throughout Canada.
ABOUT NORTHSTAR BANCORP LIMITED
NorthStar Bancorp Limited ('NBL') is a merchant banking firm based in Toronto.
NBL seeks investments in companies positioned for substantial financial
growth. Our objective is to create increased shareholder value in our
portfolio companies through our ability to financially participate and
facilitate their growth needs.
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 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.
Chief Executive Officer
Gemoscan Canada, Inc.
Kilmer Lucas Inc.
T: (416) 833-9317
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