Gemini Corporation

Gemini Corporation

November 08, 2012 16:24 ET

Gemini Corporation Announces Closing of Non-Brokered Private Placement Financing of $3,900,000, Creation of New Control Person and Board Reconstitution

CALGARY, ALBERTA--(Marketwire - Nov. 8, 2012) - Gemini Corporation ("Gemini" or the "Corporation") (TSX VENTURE:GKX) announces that it has closed the previously announced non-brokered private placement (the "Financing") of 19,500,000 units of Gemini ("Units") at a price of $0.20 per Unit for aggregate gross proceeds of $3,900,000, with each Unit consisting of one common share in the capital of Gemini (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a purchase price of $0.25 for a period of two years from the date of issue. The Common Shares and Warrants issued under the Financing are subject to a four month and one day resale and transfer restriction under applicable securities laws and policies of the TSX Venture Exchange.

Upon closing of the Financing, Coril Holdings Ltd. ("Coril") has become a "Control Person" of Gemini, as defined by the policies of the TSX Venture Exchange. The Financing and the resulting creation of a new Control Person was approved by the shareholders of Gemini at the special meeting of the shareholders held on November 8, 2012. Pursuant to the terms of a subscription agreement dated September 20, 2012 between Coril and Gemini, Coril acquired 15,000,000 Units at a price of $0.20 per Unit for gross proceeds of $3,000,000. The Common Shares comprising part of the Units acquired by Coril pursuant to the Financing represent approximately 27.4% of the total issued and outstanding Common Shares on an undiluted basis as of the date of this news release. The remaining 4,500,000 Units were subscribed for by the new directors and Gemini management personnel.

As previously announced in Gemini's news release dated September 21, 2012, as part of the Financing, Messrs. Carl Johnson, Carl Smith, Nolan Blades, Ron Dooley, Terry Gomke and Jim Crittal resigned from the board of directors of Gemini and Messrs. Kevin Beingessner, John Taylor, Bryan Weir and Gordon Ritchie were appointed to the board of directors of Gemini. Mr. Doug Lautermilch will continue to serve on the board of directors. Short biographies for each of these individuals can be found on the Corporation's website.

The net proceeds from the Financing will be directed toward the growth and increased capacity of the Corporation. Further details of the Financing are provided in the information circular of Gemini dated October 10, 2012, a copy of which can be found under Gemini's profile on

About Gemini

Gemini Corporation is a professional services firm that designs, builds and maintains energy and industrial facilities. Founded in 1982, Gemini provides services on either a standalone basis or by combining engineering and field service capabilities to increase project efficiency and provide a single point of accountability. The Corporation's principal target markets are conventional and unconventional oil and gas, in-situ heavy oil, and heavy industrial facilities.

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

Forward-Looking Statements

This news release contains forward-looking statements concerning the expected use of proceeds.

The forward-looking statements in this news release are based on key expectations and assumptions made by Gemini with respect to certain approvals, including approval of the TSX Venture Exchange.

Although Gemini believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Gemini can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general, commodity price and exchange rate fluctuations, and changes to existing laws and regulations.

Forward-looking information is based on estimates and opinions of management of Gemini at the time the information is presented. Gemini may, as considered necessary in the circumstances, update or revise such forward-looking information, whether as a result of new information, future events or otherwise, but Gemini undertakes no obligation to update or revise any forward-looking information, except as required by applicable securities laws.

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.

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