Gemina Announces Closing Of Prospectus Supplement Offering And Update To Concurrent Non-brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / June 30, 2022 / Gemina Laboratories Ltd. (the "Company" or "Gemina") (CSE:GLAB)(FRA:8I7) is pleased to announce that the Company has closed its previously announced "commercially reasonable best efforts" offering by way of prospectus supplement (the "Offering"). Pursuant to the Offering, the Company issued 5,626,735 units of the Company ("Units") at a price of $0.60 per Unit (the "Unit Price") for aggregate gross proceeds to the Company of approximately $3.37 million. The Offering was completed pursuant to an agency agreement dated June 23, 2022 (the "Agency Agreement") with Leede Jones Gable Inc. (the "Agent").

Pursuant to the Agency Agreement, the Agent has the option to increase the size of the Offering by up to an additional 1,250,100 Units (the "Over-Allotment Option"), exercisable in whole or in part at any time for a period of 30 days after the date hereof (the "Closing Date").

In connection with the Offering, the Agent received a cash commission of $236,322.87 and an aggregate of 393,871 warrants (each an "Agent Compensation Warrant"). Each Agent Compensation Warrant is exercisable to acquire one Share (as defined below) at the Unit Price for a period of 60 months following the Closing Date.

Each Unit issued pursuant to the Offering consists of one common share in the capital of Gemina (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Share at a price equal to $0.80 for a period of 60 months following the Closing Date, subject to acceleration in certain circumstances. The Warrants are governed by the terms of a warrant indenture (the "Indenture") dated June 30, 2022 between the Company and Computershare Trust Company of Canada as warrant agent, a copy of which will be available under the Company's profile at www.sedar.com. For further details regarding the Warrants, please refer to the Indenture.

Certain insiders of the Company acquired an aggregate of 99,998 Units pursuant to the Offering, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is exempt from the formal valuation and minority shareholder approval requirements imposed by MI 61-101 with respect to the insider participation in the Offering pursuant to the exemptions in section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the Units acquired by the insiders nor the consideration paid therefor, exceeds 25% of the Company's market capitalization.