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Message: Redeems Preferred Shares
| May 21, 2009 |
| Gemini Corporation Redeems Preferred Shares |
| CALGARY, ALBERTA--(Marketwire - May 21, 2009) - Gemini Corporation ("Gemini") (TSX VENTURE:GKX) today announced it has redeemed all of its 6.6% Cumulative Redeemable Series I Preferred Shares ("Preferred Shares"). The Board of Directors of Gemini approved a resolution to redeem the 1,177,440 Preferred Shares at $1.00 per share plus accrued and unpaid dividends of $0.0255 per share for a total redemption amount of $1,207,465. Gemini's strong balance sheet position and anticipated future operating performance were reviewed prior to finalizing this decision. The shares being redeemed are under the control and direction of Mr. Carl Johnson, the Corporation's President and CEO. Mr. Johnson currently holds private options issued by certain shareholders to purchase 4,947,610 common shares of the Corporation at an exercise price of $0.25 per share. These options are due to expire on May 31, 2009 and he intends to use the proceeds of this Preferred Share redemption to exercise these options. Upon completion of these transactions, he will hold an aggregate of 8,636,174 common shares representing 24.9% of Gemini's outstanding shares. Due to the involvement of Mr. Johnson, the redemption is classified as a "related party transaction" pursuant to the policies of the TSX Venture Exchange, which incorporate Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101). However, the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the Preferred Shares, nor the fair market value of the consideration for the redemption, exceeds 25% of the market capitalization of Gemini. In connection with the redemption of the Preferred Shares, Gemini filed a material change report with the applicable securities regulatory authorities less than 21 days prior to the closing date of the transaction, which in Gemini's view is both necessary and reasonable, in order to provide Mr. Johnson and Gemini with a sufficient amount of time to organize the exercise of the options prior to their expiry on May 31, 2009. |
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