CALGARY, Sept. 21, 2012 /CNW/ - Coril Holdings Ltd. ("Coril") announces that it has agreed to subscribe for 15,000,000 units ("Units") of Gemini Corporation ("Gemini") at a price of $0.20 per Unit, with each Unit to be comprised of one newly issued common share (a "Common Share") of Gemini and one Common Share purchase warrant (a "Warrant"), with each such Warrant entitling 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 (the "Coril Private Placement").
Concurrently with the Coril Private Placement, Gemini will also offer to its new directors, and certain officers and employees the opportunity to purchase on the same terms and conditions as the Coril Private Placement up to 4,500,000 Units of Gemini (the "Management Private Placement"). If eligible placees subscribe for fewer than 4,500,000 Units in the Management Private Placement, Coril has the option, but not the obligation, to purchase any or all of the Units not subscribed for.
Coril also announced today that it has entered into a share purchase agreement with Carl Johnson, the Chairman and founder of Gemini, Elizabeth Johnson and RCL Holdings Ltd. for the purchase of 6,000,000 Common Shares at a price of $0.20 per Common Share (the "Share Purchase Agreement").
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 Coril Private Placement 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, acting reasonably.
Coril has agreed to acquire the Units pursuant to the Coril Private Placement and the Common Shares pursuant to the Share Purchase Agreement for investment purposes. Coril will review its holdings from time to time and may increase or decrease its position as future circumstances may dictate.
Assuming completion of the Coril Private Placement and Share Purchase Agreement and that all 4,500,000 Units are purchased by directors, officers or employees of Gemini pursuant to the Management Private Placement, Coril will own approximately 38.5% of the Common Shares (48.6% on a fully-diluted basis).
Closing of the Coril Private Placement and Management Private Placement are subject to approval of the shareholders of Gemini and the TSX Venture Exchange and certain other customary conditions. Closing of the Share Purchase Agreement is conditional on, among other things, the Coril Private Placement having been approved by shareholders of Gemini and the TSX Venture Exchange. The Coril Private Placement, Management Private Placement and Share Purchase Agreement are expected to be completed by the end of November 2012.
Headquartered in Calgary, Alberta, Canada, Coril is a 100% family-owned parent company of a number of subsidiaries operating in the following industries:
- Private investments
- Railroad maintenance and services
- Real estate development and advisory services
- Real estate ownership and management
- Personal health and wellness activities
SOURCE: CORIL HOLDINGS GROUP
For further information:
Larry W. Shelley,
President and CEO
Coril Holdings Ltd.
Suite 600, 1100 - 1st Street S.E.
Calgary, AB T2G 1B1
Tel: (403) 231-7700