Gemoscan Canada, Inc. Announces Secured Loan, Debenture and Issuance of Bonus
TORONTO, April 8, 2013 (GLOBE NEWSWIRE) -- Gemoscan Canada, Inc. ("Gemoscan"
or the "Corporation") – (TSX-V:GES) (MUN:1GE) wishes to announce that, subject
to final regulatory approval, it has entered into a secured loan agreement
with a non-arm's length party (the "Lender"). The Lender has provided the
Corporation a $350,000 loan (the "Loan"), bearing interest at a rate of 9% per
annum and which matures on April 5, 2014. Additionally, in connection with the
Loan, the Lender will receive a bonus of 717,948 Class A Shares (the "Shares")
in the capital of the Corporation at a price of $0.0975 per Share. All Shares
are subject to a statutory four month plus one day hold period from April 5,
The Corporation also wishes to announce that, pursuant to its press release
dated December 4, 2012, effective April 5, 2013 it has fully discharged the
loan referenced in its December 4, 2012 press release.
The transaction is exempt from the valuation and minority shareholder approval
requirements of Multilateral Instrument 61-101 - Protection Of Minority
Security Holders In Special Transactions, which is incorporated by reference
into TSX Venture Exchange Policy 5.9, Protection of Minority Security Holders
in Special Transactions ("MI 61-101").The Corporation is relying on the
exemptions set out in 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market
value of the transaction is not more than 25% of the Corporation's current
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 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.
Chief Executive Officer
Gemoscan Canada, Inc.
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