Toronto, Ontario--(Newsfile Corp. - August 14, 2013) - Gemoscan Canada, Inc. (TSXV: GES) (MUN: 1GE) ("Gemoscan"
or the "Corporation") wishes to announce that it has
completed its acquisition of a 100% interest in Physiomed Kennedy Inc. ("PKI"),
which operates a paramedical clinic in Scarborough Ontario (the "Acquisition")
previously announced on July 15, 2013. The purchase price was negotiated on the
basis of four times PKI's normalized earnings before interest, tax, depreciation
and amortization ("EBITDA") as at April 30, 2013 and is subject to adjustment
based on PKI's audited financial results for the twelve months ending April 30,
2014. In satisfaction of the purchase price, the Vendors received $205,000 in
cash, a secured debenture bearing interest at the rate of 3% per annum for a
period of two years in the principal amount of $374,204, unsecured promissory
notes bearing interest at 10.75% per annum for a period of two years in the
principal amount totaling $268,602 and 797,309 Class A Shares priced at $0.11
per share. Interest on the various debt instruments shall be paid monthly but no
principal payments are required until the due date. The secured debenture is
secured against the assets of PKI.
Based on historical audited performance, PKI shall immediately
provide the Company with accretive annual revenue, expected to be approximately
$1.47 million with significant positive net income. PKI is the first of further
intended acquisitions of paramedical clinics designed to drive incremental sales
and profitability through a strong captive consumer base to which to sell the
Company's current offerings; and sustainable retail based health and wellness
services currently sold by PKI and similar companies.
As announced earlier, Scott Wilson, a director of Gemoscan,
owns 50% of PKI through a related company. As a result, the Acquisition is a
related party transaction as such term is defined in Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Acquisition is exempt from the valuation and minority
shareholder approval requirements of MI 61-101 by reason of the exemptions
contained in sections 5.5(a) and 5.7(1)(a) as the total consideration being
received by Mr. Wilson does not exceed 25% of Gemoscan's market capitalization.
Mr. Wilson did not receive any shares of Gemoscan in consideration for his
interest in PKI.
Financing
The Company also wishes to advise that In order to complete the
acquisition of PKI, Gemoscan has completed a convertible debenture financing of
$250,000 with an existing arm's length lender. This debenture financing was not
completed with NorthStar Bancorp Limited under the term sheet previously
announced on July 15, 2013. Instead, the Company has issued a secured
convertible debenture with a term of 1 year bearing interest at the rate of
10.75% per annum, secured against the assets of PKI, in the principal amount of
$200,000. The Company has also issued an unsecured convertible debenture with a
term of six months bearing interest at the rate of 15% per annum in the
principal amount of $50,000. Both debentures are convertible at the rate of one
Class A share for each $0.11 in principal converted. Interest on the debentures
shall be paid monthly but no principal payments are required until the due
date.
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.
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 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.
For more information please contact:
Company:
Brian Kalish
Chief Executive Officer
Gemoscan Canada, Inc.
416.650.1200
bkalish@hemocode.com
www.gemoscan.com

© 2026 Canjex Publishing Ltd. All rights reserved.