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 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. Gemoscan Canada, Inc. trades its shares on the Toronto Venture Exchange under the symbol GES and is quoted on the Munich, Frankfurt and Stuttgart Stock Exchanges under the symbol 1GE.