Gemoscan Canada, Inc.

Gemoscan Canada, Inc.

December 12, 2011 12:04 ET

Gemoscan Canada, Inc. Announces Unit Offering

TORONTO, ONTARIO--(Marketwire - Dec. 12, 2011) - Gemoscan Canada, Inc. ("Gemoscan" or the "Corporation") - (CNSX:GES) (MUN:1GE). On November 29, 2011 the Corporation announced that it has received conditional approval from the TSX Venture Exchange (the "Exchange") to list its Class A Shares. The listing is conditional upon the Corporation completing a minimum $500,000 offering resulting in at least 100 new shareholders each holding a board lot. In connection with this announcement, Gemoscan is pleased to announce that it has entered into an engagement letter with Canaccord Genuity Corp. ("Canaccord") pursuant to which Canaccord has been retained to raise a minimum of $500,000 and a maximum of $1,000,000 on a commercially reasonable efforts basis. The proceeds of the offering will be used for working capital. The Corporation will offer a minimum of 1,428,572 and a maximum of 2,857,143 units priced at $0.35 per unit with each unit consisting of one (1) Class A Share and one (1) share purchase warrant entitling the holder to purchase a further Class A Share at a price of $0.55 per share for a period of two years from the date of issuance. The offering will be done using the TSX Venture Exchange's Short Form Offering Document policy. Canaccord will receive a cash commission of 8.5% of the gross proceeds of the offering and broker warrants entitling it to acquire that number of Class A Shares equal to 9% of the units placed at a price of $0.55 per share for a period of two years from the date of issuance. Upon closing, the Corporation will also pay a corporate finance fee of $40,000 cash.


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 intolerances. The HEMOCODE™ Food Intolerance System was designed to take the guesswork out of deciphering what variety of common foods and additives can potentially offend and adversely affect personal wellness. Customer-specific reports, nutritional guidelines and recipe books are accompanied by consultation with health-care specialists.

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

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

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.

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