VAUGHAN, ON, Aug. 16 /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 engaged Canaccord Genuity Corp. (the "Agent") to act as its exclusive agent on a commercially reasonable efforts basis, in connection with a proposed brokered private placement (the "Private Placement") of up to approximately 9,700,000 units at a price of $0.07 per unit to raise gross proceeds of up to $675,000. Each unit will consist of one common share (a "Common Share") of the Corporation and one-half of one Common Share purchase warrant (a "Warrant") of the Corporation. Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.12 for a period of 24 months following the closing of the Private Placement. The Company has also agreed to grant the Agent an over-allotment option (the "Over-Allotment Option") to solicit the sale of up to approximately 4,700,000 additional units on the same terms to raise additional gross proceeds of up to $325,000. The Over-Allotment Option will be exercisable by the Agent at any time in whole or in part up to 48 hours prior to the closing of the Private Placement. The offering is being conducted on a private placement basis. The units will be subscribed for by arm's length parties. The net proceeds from the Private Placement will be used by the Corporation 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 Private Placement is subject to the approval of the Toronto Stock Exchange (the "TSX") and, since the Private Placement will provide for the issuance of greater than 25% of the currently outstanding Common Shares, the rules of the TSX require that the Corporation obtain approval of the Private Placement from the holders of a majority of the Common Shares. The rules of the TSX provide that such approval may be obtained in writing from shareholders holding a majority of the outstanding Common Shares without the requirement to convene a shareholders' meeting for such purposes, and the Corporation intends to obtain shareholder approval in connection with the Private Placement in such a manner.
Assuming the Private Placement is fully subscribed, following the completion of the Private Placement, there will be 66,105,208 Common Shares of the Corporation issued and outstanding. Assuming the Private Placement is fully subscribed, and assuming the exercise in full of the Over Allotment Option, the exercise in full of the Warrants, the exercise in full of securities issued to the Agent as compensation, there will be 80,848,594 Common Shares of the Corporation issued and outstanding.
The closing of the Private Placement is anticipated to occur on or about September 8, 2010, or such other date as mutually agreed upon.
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., Richard Pope, Chief Executive Officer, Tel: (905) 832-9286