Gemoscan Canada, Inc.

Gemoscan Canada, Inc.

August 20, 2012 13:57 ET

Gemoscan Canada Announces Closing of Convertible Debenture Financing

TORONTO, ONTARIO--(Marketwire - Aug. 20, 2012) - Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") (TSX VENTURE:GES) (MUN:1GE) wishes to announce that, subject to TSX Venture Exchange ("TSXV") final approval, it has completed closing its convertible debenture financing, announced August 3, 2012, with total proceeds of $142,000. The debentures will have a term of one (1) year and pay interest at the rate of 8% per annum. The debentures will be unsecured. The debentures will be convertible into shares of the Corporation at the rate of one Class A share for each $0.27 converted. In addition, purchasers shall receive one-half of a share purchase warrant for each $0.27 in debenture acquired Each full warrant will entitle the holder to acquire a Class A share at a price of $0.27 per share until August 20, 2013.

All securities issued pursuant to the above referenced private placement are subject to a statutory four month plus one day hold period from closing and regulatory approval.

The proceeds from the offering will be used for working capital purposes.


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 HEMOCODETM Food Intolerance System, a personalized naturopathic nutritional program that promotes 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 (TSX-V) 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 significant 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 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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