Scott Wilson, a director of Gemoscan, owns one-third of the shares of PYI through a related company. He is beneficial owner of $57,983.95 of the Debt through his ownership of 50% of one of the Debt Holders. He will therefore have a beneficial interest in 644,266 of the GCI Shares. 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 Canada, Inc. Acquires Operations Of The Physiomed Yorkdale Clinic
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