Statement re Closing of IPO and Listing on TSX ...

Genesis Worldwide Inc. Announces Successful Closing of Initial Public Offering and Listing on TSX and AIM /NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRES OR FOR DISSEMINATION IN THE UNITED STATES/ TORONTO, July 3 /CNW/ - Genesis Worldwide Inc. (the "Corporation" or "Genesis") is pleased to announce that it has completed its initial public offering of 10,000,000 common shares at a price of $2.00 (GBP0.94) per common share (the "Offering") for aggregate gross proceeds of $20,000,000. The common shares will begin trading today on the Toronto Stock Exchange and the AIM market of the London Stock Exchange under the symbol "GWI". The Offering was made through an underwriting syndicate which was led by Canaccord Adams and included CIBC World Markets Inc. and TD Securities Inc. Transaction Highlights - The Offering consisted of the new issue of 10,000,000 common shares - The Corporation's common shares will begin trading on the Toronto Stock Exchange and on the AIM market of the London Stock Exchange today - It is intended that the funds raised from the new issue of shares will be used: - to fund an expansion of the Corporation's sales, marketing and customer support capabilities - to fund an expansion of the sales, marketing and project management capabilities for the Corporation's structural products - to install a complete coil-to-panel line at the Corporation's new Vaughan, Ontario facility - to fund on-going research and development - to repay the outstanding principal, interest and penalties under the Corporation's outstanding debentures - for general corporate purposes - Lead Underwriter to the transaction was Canaccord Adams - CIBC World Markets Inc. and TD Securities Inc., together with the Lead Underwriter, were the Underwriters Vince Mifsud, President and Chief Executive Officer of Genesis, commented, "We are extremely pleased to have achieved this important milestone in the development of our company. We intend to focus on providing the Genesis Solution, our proprietary green structural building technology, to those companies globally ready to embrace the movement toward sustainable building materials and methodologies. It is expected that the proceeds from our initial public offering will be primarily used to execute our international growth strategy through the expansion of our licensee network." Offering Statistics Offering Price $2.00 GBP0.94 Number of Common Shares prior to the Offering 20,982,858 Number of Common Shares under option or warrant prior to the Offering 2,526,174 Number of Common Shares being issued by the Corporation pursuant to the Offering 10,000,000 Number of Common Shares under option or warrant immediately following the Offering 3,416,886 Fully diluted share capital following the Offering 34,399,744 Percentage of Enlarged Share Capital being placed pursuant to the Offering 29.12% Estimated net proceeds of the Offering receivable by the Company $15,134,352 GBP7,097,000 Notes: 1. These statistics do not take into account any exercise of the over- allotment option referred to below. See the Corporation's prospectus for further details. 2. Based on an exchange rate of GBP1 : C$2.1325. Over-Allotment Option, Compensation Options and Stabilization Transactions In connection with the Offering, the Underwriters may engage in over-allotment and stabilizing transactions in relation to common shares. The Corporation has granted the Underwriters an option (the "Over-Allotment Option") to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option may be exercised by the Underwriters, in whole or part, for a 30-day period following the closing of the Offering, and entitles the Underwriters to purchase from the Corporation up to that number of common shares as is equal to 15% of the aggregate number of common shares sold pursuant to the Offering, at the Offering price. The Corporation has also granted the Underwriters compensation options entitling the Underwriters to purchase in aggregate 500,000 common shares, an amount equal to 5% of the total number of common shares sold pursuant to the Offering, at the Offering price. Such compensation options are exercisable at any time in the twelve month period following the closing of the Offering. The common shares issued pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Act") and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirement of such Act. Accordingly, this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or same would be unlawful prior to qualification under the securities laws of any such jurisdiction. About Genesis Worldwide Inc. Genesis Worldwide Inc. is headquartered in Mississauga, Ontario, Canada and has licensees worldwide. Genesis develops and licenses structural building technology aimed at the residential, commercial and institutional building markets. Genesis offers licensees a turn-key solution enabling them to custom design, manufacture and install complete light steel building structures. The Genesis Solution encompasses engineered processes and materials that are environmentally sustainable or "green". For additional information about Genesis, visit www.genesisworldwide.com. Forward-Looking Statements Certain statements contained in this press release constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Corporation's future outlook and anticipated events or results and, in some cases, can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts. These statements are based on certain factors and assumptions including expected growth, results of operations, performance and business prospects and opportunities. While the Corporation considers these assumptions to be reasonable based on information currently available to us, they may prove to be incorrect. Forward-looking information is also subject to certain factors, including risks and uncertainties, that could cause actual results to differ materially from what we currently expect. These factors include changes in market and competition, governmental or regulatory developments and general economic conditions. Additional information identifying risks and uncertainties are contained in Genesis' prospectus filed with the Canadian securities regulatory authorities, available at www.sedar.com. For further information: Genesis Worldwide Inc.: Vince Mifsud, President and Chief Executive Officer, Tel: (905) 285-9909, Email: vmifsud(at)genesistp.com; Canaccord Adams: Robert Finlay, Erin Needra, Tel: +44 020 7050 6500 (GWI. GWI)
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