Genesis Worldwide Inc. announces proposed share consolidation and proposed $500,025 brokered private placement of common shares and warrants

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MISSISSAUGA, ON, Nov. 10, 2011 /CNW/ - Genesis Worldwide Inc. ("Genesis" or the "Company"), (NEX:GWI.H), a leading provider of green and sustainable structural building products and technology in the light steel structural products industry, announces that it is seeking shareholder approval for a proposed consolidation of its share capital on the basis of one (1) new common share for ten (10) existing common shares (the "Share Consolidation"). The Company currently has 82,167,550 common shares issued and outstanding. If the Company effects the Share Consolidation, a total of 8,216,755 common shares will be issued and outstanding prior to any securities being issued with respect to the financing described below.  The completion of the proposed consolidation of common shares is subject to regulatory and shareholder approvals.

The Company also announces that it has entered into an agreement with Canaccord Genuity Corp. (the "Agent") to act as its exclusive agent to sell on a commercially reasonable efforts basis, in connection with a proposed brokered private placement (the "Private Placement"), up to approximately 6,667,000 units ("Units") of the Company on a post consolidated basis at a price of $0.075 per Unit to raise gross proceeds of up to $500,025.  Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant") of the Company.  Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.10 for a period of 12 months following the closing of the Private Placement.  The net proceeds from the Private Placement will be used by the Company for working capital purposes.  The Common Shares and Warrants comprising the Units and the Common Shares issuable upon the exercise of the Warrants will be subject to a hold period of four (4) months from the closing of the Private Placement.

The closing of the Private Placement is anticipated to occur on or following the date on which the Share Consolidation becomes effective and is subject to receipt of applicable regulatory and shareholder approvals.

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, Russia and South East Asia. 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.

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.

SOURCE Genesis Worldwide Inc.

For further information:

Genesis Worldwide Inc.
Richard Pope
President & Chief Executive Officer
Tel: (707) 478-6250

Profil de l'entreprise

Genesis Worldwide Inc.

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