VAUGHAN, ONTARIO--(Marketwire - March 19, 2010) - Genesis Worldwide Inc. ("Genesis" or the "Corporation"), (TSX:GWI), a provider of 'green' structural building products and technology in the light steel structural products industry, announces that it completed today a non-brokered private placement (the "Private Placement") of 5,639,241 common shares at prices ranging from $0.09418 to $0.1230 per common share in satisfaction of the payment of outstanding indebtedness of an aggregate of $593,389.87. Following the completion of the Private Placement, there are 56,462,351 common shares of the Corporation issued and outstanding.
Muzzo Brothers Group Inc. ("Muzzo Brothers") subscribed for 2,777,437 common shares, pursuant to the Private Placement. Muzzo Brothers is an affiliate of Zuzum Acquisition Inc., an existing shareholder and an insider of the Corporation. Following the completion of the Private Placement, Zuzum Acquisition Inc. and its associates and affiliates together are the registered and beneficial holders of 8,315,177 common shares of the Corporation, representing approximately 14.7% of the issued and outstanding common shares of the Corporation.
Due to the participation by Muzzo Brothers in 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 portion of the Private Placement subscribed for by Muzzo Brothers exceeded 25% of the Corporation's market capitalization.
The closing of the private placement occurred today as the Corporation urgently needed to satisfy the debts that were satisfied by the issuance of common shares pursuant to the Private Placement.
About Genesis Worldwide Inc.
Genesis is a provider of green light steel structural building products, systems and technology targeted at the global commercial, residential and institutional building sectors. Genesis delivers customized turnkey structural solutions including innovative light steel products, software packages, industrial equipment, training programs, professional services and support. 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 Corporation'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 Corporation 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 Corporation 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 Corporation 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 Corporation's most recent Annual Information Form ("AIF"), a copy 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 Corporation does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change.