Mr. Brian Kalish reports

GEMOSCAN CANADA, INC. SET TO ACQUIRE ABIRA HEALTHCARE

Gemoscan Canada Inc. has entered into a letter of intent dated May 26, 2014, to acquire all of the issued and outstanding common shares of 2275518 Ontario Inc. operating as Abira Healthcare. The purchase price of the target shares will be determined by using a multiple of five times Abira's net cash flow as determined by the TSX Venture Exchange for the 12 months ended May 31, 2014. The purchase price shall be entirely paid through the issuance of Gemoscan shares.

Abira is an integrated paramedical health care company that owns physiotherapy and paramedical clinics in the Greater Toronto Area, and independent pharmacy operations in Northern Ontario and southwestern Ontario. In addition, Abira has contracts to provide physiotherapy and occupational therapy services to a number of elder-care homes through the Ontario Ministry of Health and Long-Term Care. Abira is incorporated under the laws of Ontario and carries on business in Ontario. The acquisition of Abira will allow Gemoscan to continue to expand distribution channels for its proprietary medically supervised diet and wellness programs, provide it with additional cash flow, and further its profile within the approximately $8-billion emerging paramedical health care market in Canada.

Abira is domiciled in Ontario, Canada, and headquartered in Toronto. It has one shareholder, Grace Diena, a resident of Toronto, Ont. The attached table sets out a selection of relevant unaudited financial results for Abira, available as of the date hereof.

Year ended                               Dec. 31, 2012 (1)
                                                       
Revenue                                    $13.47-million      
Net income before extraordinary items       $1.19-million      
Total assets                                $3.87-million      
Total liabilities                           $7.73-million      

(1) Figures are annualized based on eight months of operations for a 
    portion of Abira's elder-care operations and 12 months of operations
    for the pharmacy operations that are expected to be acquired.

Based upon historical performance, Gemoscan anticipates that this acquisition will result in the corporation issuing significantly in excess of 100 per cent of its current outstanding capital, therefore meeting the exchange's definition of a change of control.

This transaction is subject to a number of customary conditions, including the completion of satisfactory due diligence, review and approval of Abira's audited financial statements for the period being valued, exchange acceptance, and disinterested shareholder approval, without which the transaction cannot close; as such, there can be no assurance that the transaction will be completed as proposed, or at all. As directed by the exchange, Gemoscan will also obtain a licensed broker-dealer sponsor for this transaction. While no insider of Gemoscan currently has any interest in Abira or its assets, and the transaction is being undertaken entirely at arm's length, postclosing, Gemoscan's chief executive officer may own approximately 18 per cent of the company, pursuant to a transfer of part of the consideration to be received by the shareholder of Abira.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with this transaction, any information released or received with respect to the reverse takeover may not be accurate or complete, and should not be relied upon. Trading in the securities of Gemoscan should be considered highly speculative.

We seek Safe Harbor.