Gemoscan Canada, Inc.

Gemoscan Canada, Inc.

August 11, 2011 15:46 ET

Gemoscan Canada Announces Shares for Service Transaction

TORONTO, ONTARIO--(Marketwire - Aug. 11, 2011) - Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") – (CNSX:GES) announces its intention to issue shares for services to a consultant in exchange for their provision of financial and strategic advisory services ("Advisory Services").

Gemoscan has entered into an agreement with the consultant to provide such Advisory Services (the "Agreement"). The Agreement provides for the monthly payment of certain fees to the consultant, being made in whole or in part, at the Corporation's sole discretion, by issuing Class "A" shares of the Corporation ("Common Shares") in the capital of the Corporation in exchange for the Advisory Services at a deemed price to be determined pursuant to regulatory requirements.

Pursuant to the terms of the Agreement the Corporation will issue the consultant 100,889 Common Shares in the capital of the Corporation at a deemed price of $0.281 per Common Share. The issuance of the Common Shares will be effective August 15, 2011.

The issuance of the Common Shares will not result in a change of control; is pursuant to exemptions from prospectus and registration requirements, and is subject to regulatory approval and any applicable hold periods. Following the closing of the shares for services transaction there will be 20,990,005 Common Shares in the capital of the Gemoscan issued and outstanding.


Founded in 2003 Gemoscan owns and markets the Hemocode System, a well-being assessment and treatment program that uses its own patented technology and services to detect and provide recommendations for the management of food intolerance and its often associated lifestyle affecting conditions such as fibromyalgia, chronic migraines and headaches, weight management, sleeplessness and others.

Gemoscan trades on the Canadian National Stock Exchange under the ticker GES and is quoted on the Munich Stock Exchange under the ticker 1GE.

Forward-Looking Information

This news release contains certain "forward-looking information". All statements, other than statements of historical fact, that addresses 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.

The CNSX has not reviewed and does not accept responsibility for the adequacy of this release.

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