Genius Announces Proposed Acquisition of Sakami and Kuujjuaq Properties and Appointment of New President and Chief Executive Officer
PRESS RELEASE
April 6, 2017
Genius Properties Ltd. CSE: GNI
GENIUS ANNOUNCES PROPOSED ACQUISITION OF SAKAMI AND
KUUJJUAQ PROPERTIES AND APPOINTMENT OF NEW PRESIDENT AND
CHIEF EXECUTIVE OFFICER
Genius Properties Ltd. (CSE: GNI) (“Genius” or the “Company”) Genius Properties
Ltd. (CSE: GNI) ("Genius" or "Company") is pleased to announce that it has entered into
definitive purchase and sale agreements dated April 5, 2017 (the “Agreements”) to
acquire a 100% interest in the Sakami and Kuujjuaq properties (the “Properties”), which
cover various mineral resources in the Province of Quebec (the “Acquisitions”).
Properties Highlights
The Sakami Property:
• The Sakami property consists of 128 mineral claims totaling 65.7km2.
• The property straddles the contact between Opinaca and La Grande geological
sub-provinces over a distance of 35 km in the James Bay territory. Goldcorp's
Eleonore Mine (7.85 million ounces of gold) is located near the southern
Opinaca-La Grande structural contact.
• North of the Sakami property, the Osisko-James Bay Zone 32 caries a historical
resources of 4.2 Mt at 2.1 g/t Au and 0.2 % Cu (310,000 ounces of gold).
• Limited exploration was carried out on the Sakami property, yet two potential
areas have been identified by assaying grab samples providing gold results of up
to 2 g/t and widths up to 10 meters.
• Two well-defined gold anomalies have been detected by a humus geochemical
survey which was completed only on a small portion of the property.
The Kuujjuaq Property:
• The Kuujjuaq property consists of 78 claims totaling 36 km2 and is situated 85 km
ESE from the town of Kuujjuaq (NTS sheet s 24F12 and 13 in the Churchill
Province.
• The property is covered by a large magnetic anoma ly and contains or is
surrounded by more than 50 showings of zinc, copper, silver, nickel, palladium,
platinum and gold.
• This magnetic anomaly is situated at the contact between volcanic and
sedimentary rocks which has been traced over a distance of 500 m.
• Several mineral showings were uncovered on the property (including the Boylen
showing) where pyrite, pyrrhotite, graphite, magnetite, chalcopyrite and sphalerite
were found with results of up to 5 g/t gold and 1.1 % Zn.
P R O P E R T I E S
The Acquisition Terms
Genius will purchase a 100% interest in the Sakami Property and Kuujjuaq Property
respectively in consideration of the issuance of 6,000,000 and 6,500,000 common shares
of the Company at a deemed price of $0.15 per share. Each property will be subject to a
2% net smelter returns royalty (NSR) on production, half of which can be bought back
for a cash payment of $1,000,000. As a condition of closing of the Acquisitions, Genius
is required to complete a financing of a minimum of $800,000 on or before April 30,
2017.
The securities issuable in connection with the Acquisitions are subject to a statutory four
month and one day hold period. Closing of the Acquisition is anticipated to be on or
about April 14, 2017, and is subject to receipt of applicable regulatory approva ls,
including the approval of the Canadian Securities Exchange.
New President and Chief Executive Officer
Lastly Genius is pleased to announce the appointment of Guy Goulet as President and
Chief Executive Officer and Director of the Company effective today, and subject to any
applicable regulatory approval. Mr. Goulet graduated from É cole Polytechnique de
Montréal in 1986 as a geological engineer. He has been involved at the senior
management and board levels of publicly listed junior exploration and mining companies
for more than 30 years and is a member of the Ordre des Ingénieurs du Québec. He was
co-credited for the restart of the Wrightbar gold mine in Val d'Or, Quebec in 1996 and
collaborated with Hydro-Québec (LTD division) and Group STAS on the only project
leading to the production of lithium metal from high purity lithium carbonate. From 2000
to 2008, he served as co-founder, president and chairman of H2O Innovation, the largest
water treatment company in Canada that manufactures and installs integrated systems for
various markets. Returning to his roots in mining, he joined Maya Gold & Silver in 2008
where he served as CEO until his resignation in March 2017. During his tenure he was
co-credited for restarting the Zgounder silver mine in Morocco and continues to serve on
the board of directors. Mr. Goulet has raised in excess of $125 million over his career
with TSX Venture Exchange companies.
The Company wishes to thank Mr. Jimmy Gravel, the Company's current President and
CEO, for his service to the Company. Mr. Gravel has guided the Company through a
challenging period for the junior mineral exploration and mining sector in Canada, and
internationally. Mr. Gravel will now act as VP Development and continue to serve on the
Company's board of directors.
The technical content of this news release has been provided by Genius Properties Ltd
and has been reviewed and approved by Michel Boily, PhD, geo from GÉON; an
independent Qualified Person under NI 43-101 standards.
Related Party Transaction
A portion of the Acquisition will constitute a “related party transaction” as set out in
Multilateral Instrument 61-101 Protection of Minority Shareholders in Special
Transactions (“MI 61-101”) as Guy Goulet and Stéphane Leblanc, indirectly through
9248-7792 Québec Inc., both officers of Genius, will be issued under the Acquisition
respectively 2,500,000 and 700,000 common shares of the Company at a deemed price of
$0.15 per share. Accordingly, the Acquisition constituted to that extent a "related party
transaction" under MI 61-101. The transaction is exempt from the formal valuation and
minority shareholder approval requirements under MI 61-101 as neither the fair market
value of any securities issued to or the consideration paid by such persons exceeds 25%
of the Company's market capitalization. The Company will likely not file a material
change report more than 21 days before the expected closing of the Acquisition as its
wishes to close on an expedited basis for sound business reasons.
About Genius Properties
Genius is a Canadian mineral exploration company focused on developing projects with
some of the world’s most critical metals and minerals.
For more information, please contact:
Guy Goulet, President & CEO
Email: [email protected]
Cautionary Statements Regarding Forward Looking Information
This news release contains forward-looking information within the meaning of applicable
Canadian securities laws. All information other than historical fact is forward-looking
information. Forward-looking information relates to future events or future performance
and is based on GNI current internal expectations, estimates, projections, assumptions
and beliefs. Forward-looking information is often, but not always, identified by the use of
words such as "expect", "project", "proposed", "intend", "seek", "anticipate", "budget",
"plan", "continue", "estimate", "forecast", "may", "will", "predict", "potential",
"targeting", "could", "might", "should", "believe" and similar expressions. Although
management considers the assumptions and estimates, reflected in forward -looking
information, to be reasonable, based on information currently available, there can be no
assurance that such information will prove to be correct. As a consequence, actual results
may differ materially from those anticipated.
Undue reliance should not be placed on forward-looking information which is inherently
uncertain, and subject to known and unknown risks and uncertainties (both general and
specific) and other factors that contribute to the possibility that the future events or
circumstances contemplated by the forward looking information will not occur or that
may cause the actual results, level of activity, performance or achievements o f the
Company to be materially different from those expressed or implied by such forward -
looking information. These risks include, but are not limited to risks associated with
general economic conditions, the actual results of current exploration activitie s,
conclusions of economic evaluations, changes in project parameters as plans continue to
be refined, future metal prices, financial risks and substantial capital requirements.
Further information regarding certain of these risks (as well as risks relating generally to
the Company's business) may be found under the headings "Risks and Uncertainties",
"Forward-Looking Information" and "Financial risk factors" in the latest Company's
Management's Discussion & Analysis on www.sedar.com. Readers are cautioned that the
foregoing list of factors that may affect future results is not exhaustive. The forward -
looking statements contained in this news release are made as of the date hereof and GNI
does not undertake any obligation to update publicly or to revise any of the included
forward-looking statements, except as required by applicable law. The forward-looking
statements contained herein are expressly qualified by this cautionary statement.
Neither the CSE nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.