SOURCE: Gemini Corporation

Gemini Corporation

October 01, 2014 16:02 ET

Gemini Corporation Acquires Muskeg Environmental Consulting Ltd.

CALGARY, AB--(Marketwired - October 01, 2014) - Gemini Corporation (TSX VENTURE: GKX) ("Gemini") is pleased to announce that it has completed the acquisition of all of the issued and outstanding shares of Muskeg Environmental Consulting Ltd. ("Muskeg"), a privately held environmental consulting firm servicing oil and gas clients in northeastern British Columbia. The purchase price paid was comprised of $3,520,000 in cash at closing and 750,000 Gemini common shares at a deemed price of $0.60 per share, plus up to an additional $1,200,000 in cash on an earn-out basis over the next three years. Payment of the earn-out portion of the purchase price is contingent upon Muskeg achieving certain EBITDA targets on an annual basis.

Muskeg, established in 1998 in Fort St. John, British Columbia, employs over 30 highly-skilled professionals specializing in environmental, remediation and reclamation services. The Muskeg team is comprised of locally-based individuals with a proven track record of delivering high quality diverse environmental services. Muskeg has the experience and talent to complete environmental project requirements by supporting all aspects from pre-construction assessments, drilling and effluent waste management and environmental impact assessments and permit applications, to spill response, clean-up and reclamation.

The services delivered by Muskeg are complementary to Gemini's existing business and there is very little overlap in the client base between the two organizations. The acquisition positions Gemini in the hub of the LNG activity in British Columbia, and provides the opportunity to better service clients with Gemini's breadth of services and integrated service model.

This acquisition will be immediately accretive to Gemini's earnings and will add approximately $5,000,000 in revenue annually. The oil and gas market is evolving with increasing regulation on virtually all aspects of the industry. This evolution is creating a high growth opportunity for service providers with a breadth of local capability to deliver solutions designed to expedite the regulatory approval processes. Strengthening our service offering at the front end of facility projects is expected to translate into increasing opportunity for Gemini's engineering and field service business units.

The cash portion of the purchase price will be satisfied from the proceeds of $3,750,000 received from the exercise of outstanding share purchase warrants held by Coril Holdings Ltd. ("Coril"), the Corporation's largest shareholder. Coril's exercise of their 15,000,000 warrants will result in the issuance of an equivalent number of common shares at an exercise price of $0.25 per share, thus increasing their ownership stake to 48%.

"This acquisition positions Gemini in a very active market and lays the foundation for the rapid growth and development of our land, environmental and regulatory service offering across western Canada," said Doug Lautermilch, Gemini's President and CEO. "Augmenting our team with the expertise and experience of the Muskeg personnel is the first step in our expansion plans to build an integrated team of professionals to locally service clients with their project requirements."

"We are excited about joining the Gemini team and specifically playing a key role in expanding Gemini's environmental business here in NE BC," stated Darren Snider, Muskeg's President. "We have taken great pride in developing Muskeg into one of the leading environmental firms in the area and recognized in order to continue to expand opportunities for our employees we needed to join a larger firm that had the resources to facilitate next stage growth. A key factor in choosing Gemini to move forward with was the strength of Gemini's culture around people, quality and community that was a clear fit with Muskeg."

About Gemini Corporation

Gemini Corporation is a professional services firm providing clients with project solutions from commencement to completion through stand-alone or integrated service delivery models. For more than 30 years, Gemini has been harnessing the energy of its staff and clients to power innovation in conventional and unconventional oil and gas, in-situ heavy oil and industrial facilities across western Canada. Our service diversity includes land, environmental, regulatory, engineering, fabrication, installation and maintenance solutions. Our integrated design-build project delivery model differentiates Gemini and provides tremendous value-added benefits for clients, such as schedule compression and one point of accountability.

Shares of Gemini trade on the TSX Venture Exchange under the symbol "GKX". For more information about the Corporation and its services, go to www.geminicorp.ca.

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.

Disclaimer
This news release may contain forward looking information that represents Gemini's internal projections, expectations, estimates or beliefs concerning, among other things, future operating results and various components thereof or Gemini's future economic performance. All statements other than the statements of historical fact may be forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates", and similar expressions. The projections, estimates and beliefs contained in such forward-looking statements are based on management's assumptions relating to Gemini's performance and competition within the sectors in which it competes, the continuation of the current regulatory and tax regimes in the jurisdictions in which Gemini operates, and necessarily involve known and unknown risks and uncertainties, including risks and assumptions relating to client service demand, field service costs, labour rates, and other factors that may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted or suggested. The Corporation does not undertake to update any forward-looking information in this document whether as to new information, future events or otherwise.

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