Gemoscan Secures Acquisition Financing Facility to Support Growth Strategy
March 18 2013 - 12:46PM
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 HEMOCODEā¢ Food Intolerance
System and the MenuWiseTM 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.
Forward-Looking Information
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.
CONTACT: Company:
Brian Kalish
Chief Executive Officer
Gemoscan Canada, Inc.
416.650.1200
bkalish@hemocode.com
www.gemoscan.com
Media:
Leonard Zehr
Kilmer Lucas Inc.
T: (416) 833-9317
leonard@kilmerlucas.com