Genius Announces 2018 AGM Results
CSE:GNI
Genius Properties Ltd. – 203-22 Lafleur Ave. North, Saint-Sauveur, Québec, Canada J0R 1R0
Genius Announces 2018 AGM Results
ST-SAUVEUR, QUÉBEC – August 3, 2018
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN)(CNSX:GNI) ("Genius" or the " Corporation")
announces the results of the annual and special meeting of its shareholders (the “Meeting”) held
today.
More than 24 million shares representing approximately 42% of the Corporation's common shares
outstanding were represented at the meeting. Genius' shareholders voted in favor of all matters
brought before the meeting as follows:
Election of Directors
Guy Goulet and John Booth, effective immediately, and Keith Philip Brill, Manuel Rodriguez,
Frank Hodgson and Steven Allen Zadka, effective upon closing of the merger with Cerro de Pasco
Resources S.A. (“Cerro de Pasco”), were appointed as directors of the Corporation.
Resolution Approving the Merger With Cerro De Pasco Resources S.A.
The shareholders approved the acquisition by Genius of all the issued and outstanding shares of
Cerro de Pasco, on the terms and subject to the conditions set out in a Merger Agreement dated
November 9, 2017, as amended on February 28, 2018.
Genius expects to close the transaction with Cerro de Pasco on August 31, 2018 and therefore
to proceed with the change of name, the spin -off and the distribution of SpinCo shares to its
shareholders.
Spin-Off Resolution
The shareholders approved t he transfer by Genius to Genius Metals Inc. (“ SpinCo”) of
substantially all of the assets and all of the liabilities of Genius.
Distribution of SpinCo Shares and Reduction of Stated Capital Resolution
The shareholders approved a reduction of the stated capital of the Corporation for the purpose of
effecting a distribution of the common shares of SpinCo to the shar eholders of Geni us. The
record date for such distribution will be August 3 0, 2018 , being one day prior to the
anticipated date of closing with Cerro de Pasco.
Change of Name Resolution
The shareholders approved the change of name to “Cerro de Pasco Resources Inc.” in order to
reflect the merger with Cerro de Pasco.
Appointment of Auditors
Raymond Chabot Grant Thornton LLP, Chartered Professional Accountants were reappointed
as auditors of the Corporation for the 2018 fiscal year.
Debt Settlement Resolution
The shareholders approved the conversion of the indebtedness of Genius in the aggre gate
amount of $49,500 into common shares in the capital of SpinCo.
About Genius Properties Ltd.
Genius is a Canadian mineral exploration company focused on developing projects with some of
the world's most critical metals and minerals.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this news release. Neither the Canadian Securities
Exchange nor its Regulation Services Provider accepts responsibility for the adequ acy or
accuracy of this news release.
Contact Information
Genius Properties Ltd.
Guy Goulet
President & CEO
(514) 294-7000