Completion of the transactions contemplated herein are conditional on the negotiation of definitive agreements between the parties and the receipt of all applicable regulatory and shareholder approvals including the approval of the TSX Venture Exchange.
"We continue to see tremendous value in the paramedical clinic market. Physiomed Yorkdale; Physiomed Kennedy, acquired in August of this year; and other similar businesses, represent immediately accretive sales engines for Gemoscan, while functioning as organic distribution channels for our patented and proprietary medically supervised diet and wellness programs. Physiomed Yorkdale is yet another stepping stone towards our stated objective of becoming a leading platform in the multibillion dollar retail healthcare space," said Brian Kalish, Gemoscan's CEO.
Scott Wilson, a director of Gemoscan, owns one-third of the shares of PYI through a related company. He owns not more than 42.4% of the Debt that is being transferred to Gemoscan at the Initial Close. As a result, the transactions described herein are related party transactions as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The acquisition of the Debt and the entering into of the management contract by the Corporation is exempt from the valuation and minority shareholder approval requirements of MI 61-101 by reason of the exemptions contained in sections 5.5(a) and 5.7(1)(a) as the total consideration being received by Mr. Wilson does not exceed 25% of Gemoscan's market capitalization. With respect to the acquisition of the shares of PYI, the Corporation will assess its obligations under MI 61-101 once the purchase price has been determined.
About Gemoscan Canada, Inc.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 HEMOCODE™ Food Intolerance System and the MenuWise™ Food Intolerance Plan, personalized naturopathically supervised nutritional programs that promote 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 also owns and operates Physiomed Kennedy Inc., a multidisciplinary paramedical clinic, located in Toronto, Ontario.
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