CALGARY, ALBERTA--(Marketwire - Sept. 21, 2012) - Gemini Corporation ("Gemini" or the "Corporation") (TSX VENTURE:GKX) announces that it intends to complete a non-brokered private placement of up to $3,900,000 (the "Financing"), comprised of units of Gemini ("Units") at a price of $0.20 per Unit, with each Unit consisting of one common share in the capital of Gemini (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a purchase price of $0.25 for a period of two years from the date of issue.
$3,000,000 of the Financing will be subscribed for by Coril Holdings Ltd. ("Coril"), which will result in Coril becoming a new "Control Person" of Gemini, as defined by the policies of the TSX Venture Exchange. Coril is a Calgary-based privately-owned organization with interests in a number of companies operating in Canada, North America and internationally. The remainder of the Financing will be subscribed for by the new directors and Gemini management personnel. Gemini will seek approval from its shareholders for the Financing prior to closing pursuant to the policies of the TSX Venture Exchange.
The directors and senior officers of Gemini have entered into lock-up agreements with Coril pursuant to which they have agreed to, among other things, vote all of their Common Shares in favour of the resolution to approve the Financing and any matters relating thereto.
Coril and Gemini have also agreed that the board of directors of Gemini will be reconstituted to consist of Doug Lautermilch, President and CEO of Gemini, two directors designated by Coril and acceptable to Gemini, acting reasonably and two directors who will be considered independent for the purposes of applicable securities laws and acceptable to Coril and Gemini, each acting reasonably.
Monies raised from the Financing will be directed toward the growth and increased capacity of the Corporation. Further details of the Financing will be provided in the information circular to be prepared in connection with the shareholder meeting to approve the Financing. The meeting is anticipated to be held in early November 2012, with the closing of the Financing anticipated to occur shortly thereafter.
Gemini Corporation is a professional services firm that designs, builds and maintains energy and industrial facilities. Founded in 1982, Gemini provides services on either a standalone basis or by combining engineering and field service capabilities to increase project efficiency and provide a single point of accountability. The Corporation's principal target markets are conventional and unconventional oil and gas, in-situ heavy oil, and heavy industrial facilities.
Shares of Gemini trade on the TSX Venture Exchange under the symbol "GKX". For more information about the Corporation and its services, go to www.geminicorp.ca.
This news release contains forward-looking statements concerning anticipated meeting date of the shareholders of Gemini, the anticipated closing date of the Financing, the anticipated composition of Gemini's board of directors, and the expected use of proceeds.
The forward-looking statements in this news release are based on key expectations and assumptions made by Gemini with respect to certain approvals, including approval of the TSX Venture Exchange and the approval of its shareholders regarding the creation of a new Control Person.
Although Gemini believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Gemini can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, risks associated with the oil and gas industry in general, commodity price and exchange rate fluctuations, and changes to existing laws and regulations.
Forward-looking information is based on estimates and opinions of management of Gemini at the time the information is presented. Gemini may, as considered necessary in the circumstances, update or revise such forward-looking information, whether as a result of new information, future events or otherwise, but Gemini undertakes no obligation to update or revise any forward-looking information, except as required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.