Gemoscan Canada, Inc.
TSX VENTURE : GES
MUN : 1GE

Gemoscan Canada, Inc.

August 03, 2012 09:20 ET

Gemoscan Canada Announces Convertible Debenture Financing

TORONTO, ONTARIO--(Marketwire - Aug. 3, 2012) - Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") (TSX VENTURE:GES) (MUN:1GE) wishes to announce that it is offering up to $500,000 in convertible debentures. 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 for a period of one year.

All securities issued pursuant to the above referenced private placements are subject to a statutory four month hold period and regulatory approval.

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

The TSX Venture Exchange has conditionally approved the offering which is scheduled to close on August 15, 2012.

ABOUT GEMOSCAN CANADA, INC.

Founded in 2003 Gemoscan owns and markets the HEMOCODE™ Food Intolerance System, a personalized well-being nutritional program that uses its own patented technology and services to detect and provide recommendations for the management of immuno-based food sensitivities. The HEMOCODE™ Food Intolerance System was designed to take the guesswork out of deciphering what variety of common foods and additives may potentially offend and adversely affect personal wellness. Customer-specific reports, nutritional guidelines and recipe books are accompanied by consultation with health-care specialists.

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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