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Kempton Capital Partners Inc. Closing of Initial Public Offering.


TORONTO--(BUSINESS WIRE)--Sept. 4, 1997--Kempton Capital Partners Inc. (Alberta Stock Exchange Alberta Stock Exchange

See Canadian Venture Exchange (CDNX).
:KCP.), a Junior Capital Pool subject to Alberta Securities Commission Policy 4.11, has announced the closing of its initial public offering of one million common shares at $0.20 per share for gross proceeds of $200,000. The shares have been accepted for trading on The Alberta Stock Exchange under the symbol "KCP."

Kempton has also announced that it has entered into an arm's length agreement with Gensel Biotechnologies Inc. and its controlling shareholders which is intended to constitute a "Major Transaction" in accordance with ASC ASC Ambulatory surgery center, see there  Policy 4.11. Under this agreement, Kempton will acquire all of the issued and outstanding shares of Gensel for consideration which will include the issuance of 25 million common shares from Kempton's treasury at a deemed price of $0.20 per share. In connection with the closing of the transaction, an additional 2.5 million stock options will be granted to directors, officers and employees at an exercise price of $0.20 per share.

Gensel Biotechnologies Inc. was founded in 1996 to commercialize technology for the preselection of the sex of cattle and other livestock species through the separation of "male" sperm from "female" sperm. This technology is under development by Prof. Stan Blecher at the University of Guelph The University of Guelph is a medium-sized university located in Guelph, Ontario, established in 1964. While the U of G offers degrees in many different disciplines, the university is best known for its focus on life sciences, based in part on a long-standing history of  and has been licensed on a world-wide, exclusive basis to Gensel. Gensel will continue to develop the technology with a view to begin commercialization following a three year development plan.

The following is a brief description of proposed management following the transaction:

G. Kingsley Ward, FCA FCA

Abbreviation for the Free Carrier
 - Chairman of the Board

Mr. Ward is the Chairman of The Vimy Ridge Group Ltd. (a holding company with a variety of interests primarily in the health care field). Mr. Ward is also a Director of Kinghaven Capital Corporation (a Toronto-based private merchant bank) and PLM Group Ltd. (a commercial printing and communications company listed on The Alberta Stock Exchange). Mr. Ward's experience includes past Chairman of the Nonprescription Drug Manufacturers Association of Canada (three times); Chairman of the Canadian Cosmetic, Toiletry and Fragrance Association; a Director of the Arthritis Society; and Chairman of the Canadian Foundation for Pharmacy. Mr. Ward is a director of the St. Michael's Hospital St. Michael's Hospital may refer to:
  • St. Michael's Hospital, Toronto, Canada
  • St. Michael's Hospital, Dun Laoghaire, Ireland
  • St Michael's Hospital, Hayle, Cornwall, UK
 Foundation Board, Vice Chairman of the St. Michael's Hospital Fund, a Governor of St. Andrew's College St. Andrew's College is the name of:
  • St. Andrew's College (Aurora, Ontario) is an all-boys independent school in Aurora, Ontario, Canada.
  • St. Andrew's College (Grahamstown, South Africa) is a private boys high school in Grahamstown, South Africa.
  • St.
, and a member of the Board of Regents An independent governing body that oversees a state's public Colleges and Universities.

All 50 states have governing bodies that oversee the administration of public education.
 of Mount Allison University Mount Allison University is a Canadian liberal arts university located in Sackville, New Brunswick.

It is highly regarded and consistently ranked as one of the top undergraduate universities in the country.
. In each case he is Chairman of the Finance Committee. Mr. Ward attended Mount Allison University and then Queen's University from which he graduated in 1955 with a Bachelor of Arts degree and a Bachelor of Commerce The Bachelor of Commerce is a bachelor's degree in business management, accounting and economic fields. The degree is also known as the Bachelor of Commerce and Administration (BCA).  degree. He then joined Price Waterhouse where he qualified as a Chartered Accountant.

Dr. Jeremy Gawen - President and Chief Executive Officer and Director

Dr. Gawen is Director of Business Development at the University of Guelph. Prior to joining the University, Dr. Gawen was President of Allelix Crop Technologies (an agricultural biotechnology company sold to Pioneer Hybred of Des Moins, Iowa) and Group President of CIL (Common Intermediate Language) The ECMA version of the Microsoft Intermediate Language (MSIL). See CLI.

1. (project) CIL - Component Integration Laboratories.
2. (language) CIL - Common Intermediate Language.
 Inc. (a major chemical company). Dr. Gawen holds an Honours Degree in Chemical Engineering from the University of Durham (body, education) University of Durham - A busy research and teaching community in the historic cathedral city of Durham, UK (population 61000). Its work covers key branches of science and technology and traditional areas of scholarship. , England and a Ph.D. in Chemical Engineering from the University of Newcastle University of Newcastle can refer to:
  • Newcastle University, a university in the United Kingdom.
  • The University of Newcastle, a university in New South Wales, Australia
, England.

Dr. Stan Blecher - Executive Vice President of Research and Development and Director

Dr. Blecher is Professor in the Department of Molecular Biology and Genetics at the University of Guelph. Dr. Blecher is past Director of the School of Human Biology at the University of Guelph and Professor of Anatomy at Dalhousie Medical School and consultant in Clinical Genetics to the IWK Hospital for Children. Dr. Blecher's experience also includes past President of the Canadian Association of Anatomy Heads, President of Genetic Counsellors of Ontario, member of the Accreditation Committee and current member of both the Education and Ethics Committees of the Canadian College of Medical Geneticists. Dr. Blecher holds an MD from the University of Witwatersrand, South Africa and FCCMG from the Canadian College of Medical Geneticists.

Morris Freeman - Director of Corporate Development and Director

Dr. Freeman is the retired General Manager of Semex Canada. Dr. Freeman's experience has included: Member of Ontario Agricultural Research Institute; Member of Dean's Council, Ontario Agricultural College The Ontario Agricultural College (OAC) began in 1874 as an associate agricultural college of the University of Toronto. Its first building was Moreton Lodge, located where Johnston Hall now stands, which included classrooms, residences, a library, and a dining room. , University of Guelph; Member of Strategic Advisory Group - International Trade on Agriculture, Food and Beverages, External Affairs - Canada; Member of Board of Directors, Greylag greylag

Most common Eurasian representative (Anser anser) of the so-called gray goose, and ancestor of all Occidental domestic geese. It nests in temperate regions and winters from Britain to North Africa, India, and China.
 Holdings (UK) Ltd.; Member of various Federal and Provincial trade missions to China, USSR USSR: see Union of Soviet Socialist Republics. , Cuba, South Korea, Mexico, Venezuela, Columbia and Peru. Dr. Freeman holds a B.A. in Animal Science from the University of Guelph, an MBA from McMaster University and a Ph.D. in Animal Breeding, Dairy Husbandry and Statistics from Cornell University.

J.R. Kingsley Ward - Secretary-Treasurer and Director

Mr. Ward is President of The Vimy Ridge Group Ltd., Adrem Limited (a drug manufacturing company), and Canhart Investments Inc. (an investment holding company), and Vice-President of I.V. Ward Publications (a publishing company), Nucro Technics tech·nic  
n.
1. technics (used with a sing. or pl. verb) The theory, principles, or study of an art or a process.

2. technics (used with a pl. verb) Technical details, rules, or methods.

3.
 Limited (an analytical laboratory) and Kinghaven Capital Corporation (a Toronto-based private merchant bank). Mr. Ward is also a shareholder and director of Locksley Capital Partners Inc. (a junior capital pool listed on The Alberta Stock Exchange). Mr. Ward is a past director of PLM Group Ltd. (a commercial printing and communications company listed on The Alberta Stock Exchange), and past Vice-President of Cyex Medical Technologies Inc. (a medical device manufacturing company). Mr. Ward received a Bachelor of Arts Degree in Economics from Queen's University in 1987 and a Bachelor of Commerce Degree from the University of Windsor History
In 2003, the university marked its 40th anniversary. Its history dates back to the founding of Assumption College in 1857. Originally, Assumption was one the largest colleges associated with the University of Western Ontario.
 in 1989.

Dr. Peter Blecher - Vice President and Director

Dr. Blecher is a practicing medical doctor. Dr. Blecher is a Vice President of CyberCare Multimedia Inc. (a medical software company) and is a medical advisor to ECI Medical Technologies Inc. (a medical device manufacturer which he helped to found). He holds a B.Sc. (Hons.) in Biomedical Science from the University of Guelph and a M.D., C.M. from McGill University.

John S. Burns Q.C. - Director

Mr. Burns is a Senior Partner of Bennett Jones Verchere, Barristers & Solicitors. Mr. Burns is a board member of several corporations and a Public Governor of The Alberta Stock Exchange. He also is on the Board of Governors of Ridley College, Strathcona-Tweedmuir School and the Olympic Trust of Canada. Mr. Burns is a member of the Advisory Council of the Calgary Economic Development Authority, the Calgary Transportation Authority and the Corporate Relations Committee of the Calgary Exhibition and Stampede. An additional director shall be appointed as a nominee of the University of Guelph.

Dr. Stan Blecher and Dr. Peter Blecher shall become controlling shareholders, subject to a voting trust agreement Voting Trust Agreement

A contractual agreement detailing the specifics of the voting trust, including the name of its trustee, the effective timeframe, and the nature of its formation.
 pursuant to which J.R. Kingsley Ward shall be appointed as voting trustee.

The transaction is subject to certain conditions, including regulatory approval, approval by Kempton's shareholders pursuant to ASC Policy 4.11, acceptance by Gensel's minority shareholders, and the execution of a definitive agreement and various related contracts on terms satisfactory to the parties, including a financial advisory services agreement and executive services contracts.

CONTACT: Kempton Capital Partners Inc.

J.R. Kingsley Ward, 416/581-8850

Fax: 416/581-0020
COPYRIGHT 1997 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 1997, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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