Genesis Worldwide and Codding Steel Frame Solutions form new joint venture

VAUGHAN, ON, May 19 /CNW/ - Genesis Worldwide Inc. ("Genesis" or the "Company"), (TSX: GWI), is pleased to announce that it has signed a letter of intent (the "LOI") with Codding Steel Frame Solutions ("Codding SFS"), a manufacturer of light steel building structures, and current licensee of the Company, located in Northern California, to establish a joint venture that will entitle the new entity ("Genesis SFS"), the exclusive rights to the Genesis technology in the United States, Central and South America, and the Caribbean. Genesis SFS will seek to grow its U.S. market share through maximizing the output of its Northern California operation, as well as through satellite operations in strategic locations. In addition, Genesis SFS will work to establish other joint ventures throughout its new territory. Under the terms of the LOI, Genesis will own 40% of the new joint venture and Codding Enterprises L.P., and other existing Codding SFS shareholders, will own 60%. Genesis will have the ability to elect two of the four directors of Genesis SFS. In addition, Genesis will have an option to purchase an additional 10% interest in the joint venture.

Genesis SFS will be under the leadership of J.R. Gunter and Richard Pope. Mr. Gunter, the current President of Codding SFS, will become the President and CEO of Genesis SFS. Mr. Gunter has been in the construction and manufacturing business for over 20 years and was the former President and CEO of GV Custom Modular Construction, an early leader in the modular building industry. According to Mr. Gunter, "The Genesis system allows us to deliver a much faster, more cost effective and very energy efficient product to our customers. Codding SFS has always been committed to providing a superior product in a timely manner with outstanding reliability and customer satisfaction to our growing customer base."

Richard Pope, the Company's Chief Executive Officer, will also assume the role of Chairman of Genesis SFS. "We continue to see tremendous opportunities throughout the world for this truly game-changing method of construction. This joint venture will give us the ability to show the full potential of the Genesis system within the largest market in the world. We see a huge demand in the marketplace for our cost effective building system that possesses outstanding energy performance, sustainable materials, and is fast to manufacture and erect. We are delighted that this is the first of a number of worldwide joint venture initiatives that will propel the new Genesis towards success and recognition in the future," stated Mr. Pope.

Based on the LOI, Codding SFS will provide an initial cash contribution, the building lease and manufacturing equipment, along with its tangible and non-tangible assets, management personnel, existing customer relationships, and existing business pipeline. Genesis will provide an initial cash contribution, intellectual property in the form of technology expertise, and management know-how regarding light steel structural elements. In addition, the existing license agreement that Codding SFS has with GenesisTP Inc., a subsidiary of the Company, will be terminated.

Genesis SFS will be headquartered at Sonoma Mountain Village ("SMV"), located in Rohnert Park, California. SMV is an award winning development designed as the first One Planet Community in North America. Currently home to over 40 businesses including AT&T, Comcast, and Stellar Energy, this mixed use project will offer green housing options to almost 5000 residents in addition to retailers, restaurants and service businesses. "We have analyzed the Genesis system and believe it can offer considerable environmental savings by reducing embodied carbon of construction and allowing re-use at end-of-life. Social benefits also arise where fabrication supports local employment. Genesis is constantly pushing innovation. For example, Codding SFS's fabrication plant in California is now zero carbon and operating on solar electricity. The Genesis system will be one of the key technologies in the creation of truly sustainable One Planet Communities," according to Pooran Desai OBE, Co-founder of BioRegional and International Director of One Planet Communities.

This transaction is subject to the completion of all documentation and satisfactory due diligence, and customary closing conditions, including Board and regulatory 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 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.

SOURCE GENESIS WORLDWIDE INC.

For further information: For further information: Genesis Worldwide Inc., Bradley E. Baker, Executive Chairman, Tel: (707) 795-3550

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GENESIS WORLDWIDE INC.

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