GENESIS WORLDWIDE INC. ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED $200,000
NON-BROKERED PRIVATE PLACEMENT OF COMMON SHARES AND WARRANTS
/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VAUGHAN, ON, Oct 4 /CNW/ - Genesis Worldwide Inc. ("Genesis" or the "Corporation"), (TSX: GWI), a leading provider of 'green' structural building products and technology in the light steel structural products industry, is pleased to announce that it has completed its previously announced non-brokered private placement ("Private Placement") of 2,857,143 common shares to Codding Enterprises L.P. ("Codding") at a price of $0.07 per common share raising gross proceeds of $200,000. In addition, pursuant to the Private Placement, Codding received one half of a common share purchase warrant (a "Warrant") for each common share subscribed for. Each Warrant is exercisable to purchase one common share of the Corporation at a price of $0.12 per common share and will expire on October 4, 2012. The common shares and Warrants are subject to resale restrictions as "restricted securities" as such term is defined in Rule 144(a)(3) under the United States Securities Act of 1933, as amended. In addition, Codding has agreed with the Corporation not to sell the common shares or Warrants purchased pursuant to the Private Placement or the common shares underlying such Warrants in, or to residents of, Canada, until the day which is four months and one day following the Closing Date. The net proceeds from the Private Placement will be used by the Corporation for working capital purposes.
As a result of the completion of the Private Placement, there are 59,319,494 common shares of the Corporation issued and outstanding. Codding and its associates and affiliates together are now the registered and beneficial holders of 19,725,655 common shares of the Corporation, representing approximately 33.3% of the issued and outstanding common shares of the Corporation.
Due to the fact that Codding was issued common shares and Warrants pursuant to the Private Placement, the Private Placement is a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation is relying on the exemptions from the valuation and minority approval requirements of MI 61-101 contained in paragraph (a) of Section 5.5 and paragraph (a) of Section 5.7, respectively, of MI 61-101, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Private Placement exceeded 25% of the Corporation's market capitalization.
The closing of the Private Placement occurred today as the Corporation required the working capital that was provided by the proceeds of the Private Placement.
About Genesis Worldwide Inc.
Genesis is a provider of green light steel building systems and solutions targeted at the global commercial, residential and institutional building sectors. Genesis delivers customized turnkey structural solutions including innovative light steel products, and provides software packages, industrial equipment, training programs, professional services and support ("Genesis Solution") to its customers and partners globally. Headquartered in the Greater Toronto Area in Ontario, Canada, Genesis has established a network of partners with engineering, manufacturing and distribution operations in Canada, the United States, the Middle East, Eastern Europe and Russia. For additional information about the Company, visit www.genesisworldwide.com.
Caution Regarding Forward-Looking Information
Certain statements in this press release which are not historical facts constitute forward-looking statements or forward-looking information within the meaning of applicable securities laws ("forward-looking statements") and are made pursuant to the "safe harbour" provisions of such laws. Statements related to the Company's projected revenues, earnings, growth rates, performance, business prospects and opportunities are forward-looking statements, as are any statements relating to future events, conditions or circumstances. The use of terms such as "may", "will", "should", "plan", "believes", "predict", "potential", "anticipate", "expect", "project", "target", "estimate", "continue", and similar terms are intended to assist in identification of these forward-looking statements. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects, and opportunities. These assumptions, although considered reasonable by the Company at the time of preparation, may prove to be incorrect.
Readers are cautioned not to place undue reliance upon any such forward-looking statements. Such forward-looking statements are not promises or guarantees of future performance and involve both known and unknown risks and uncertainties that may cause the actual results, performance or achievements of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements.
Many factors could cause the actual results of the Company to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements, including, without limitation, those factors discussed under the heading "Risk Factors" in the Company's most recent Annual Information Form ("AIF"), a copy of each of which is available on SEDAR at www.sedar.com. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and, except required by law, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.
For further information:
Genesis Worldwide Inc.
Cathy Smyth
Manager, Investor Relations
Tel: (905) 832-9286
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