08:40:26 EDT Wed 01 May 2024
Enter Symbol
or Name
USA
CA



Gemoscan Canada Inc
Symbol GES
Shares Issued 37,986,560
Close 2014-01-06 C$ 0.09
Market Cap C$ 3,418,790
Recent Sedar Documents

Gemoscan Canada completes $100,000 private placement

2014-01-14 11:00 ET - News Release

Mr. Brian Kalish reports

GEMOSCAN CANADA, INC. ANNOUNCES COMPLETION OF FINANCING AND ADDITIONAL CORPORATE MATTERS

Gemoscan Canada Inc. has completed a non-brokered private placement for gross proceeds of $100,000. Under the offering, the corporation issued 1,428,571 units at seven cents per unit. Each unit consisted of one Class A share and one-half of one Class A share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the corporation at a price of nine cents per warrant share until Jan. 14, 2016. The units issued will be subject to a statutory four-month-plus-one-day hold period from Jan. 14, 2014.

The corporation paid finders' fees of $5,600. 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 totalling $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 nine cents per common share. The corporation has also agreed to issue 200,000 common shares priced at nine cents 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 Jan. 13, 2014.

Finally, further to the corporation's press release dated Sept. 24, 2013, the corporation has issued the second tranche of one million 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 Jan. 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. 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 $2.5-million.

Following the completion of the above transactions, Gemoscan has a total of 37,986,560 common shares outstanding.

We seek Safe Harbor.

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