TORONTO, Dec. 13, 2013 (GLOBE NEWSWIRE) -- Gemoscan Canada, Inc. (" Gemoscan" or the " Corporation") – (TSX-V:GES) (MUN:1GE) wishes to announce that further to its press release dated November 4, 2013 it has entered into a definitive agreement, with the shareholders and certain debt holders (the " Debt Holders") of Physiomed Yorkdale Inc., a multidisciplinary paramedical clinic, located in Toronto, Ontario Canada (" PYI"), to manage and consolidate the operation of the PYI business, for Gemoscan's own account (" Management Contract").
In consideration for the Management Contract and the acquisition of $163,853.44, owed to the Debt Holders, (the "Debt"), the Corporation will satisfy the Debt by way of shares of Gemoscan, priced at $0.09 per share presenting 1,817,594 Class A Common Shares of Gemoscan (the "GCI Shares"). All securities issued pursuant to this acquisition are subject to a hold period ending April 14, 2014.
Under the terms of the Management Agreement, Gemoscan has the right and expects to acquire all of the shares of PYI, on or before May 31, 2015. The purchase price of the shares of PYI will be calculated based on 5 times the audited annualized net cash flow of PYI from the first date of the Management Contract to not later than March 31, 2015. The purchase of PYI's shares are satisfied through a combination of cash, cash and/or Class A Common Shares of Gemoscan, priced upon determination of the purchase price, and a 24 month 7% per annum interest bearing vendor take back mortgage."We are very pleased to have concluded this agreement to manage, grow and consolidate the Physiomed Yorkdale business into Gemoscan. As we continue to cultivate our retail health care business for the benefit of our customers, employees and shareholders; Physiomed Yorkdale provides us with good accretive income now, while representing the potential for first-rate incremental and synergistic revenue in the future," said Brian Kalish CEO of Gemoscan.