Genius Properties Ltd.: Acquisition by Cerro De Pasco Resources S.A. of a 100% interest in El Metalurgista Concession
Genius Properties Ltd.: Acquisition by Cerro De Pasco Resources
S.A. of a 100% interest in El Metalurgista Concession
MONTRÉAL, QUÉBEC--(Marketwired – January 23, 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") is pleased to
announce that on January 12, 2018, Cerro de Pasco Resources S.A. (“Cerro de Pasco”) exercised its option to
acquire a 100% interest in the El Metalurgista Concession located in Peru (where the so -called Quiulacocha
Tailings and Excelsior Stockpile are located) . Cerro de Pasco executed the public deed whereby it formally
acquired title over the concession and paid its former titleholder, Mr. Victor Freundt O rihuela, the balance of
the USD853,700 purchase price. As a result, Cerro de Pasco is now the exclusive titleholder of the aforesaid
concession, holding a 100% interest over it. Mr. Freundt retains the right to receive a 2% NSR royalty on the
products obta ined from the concession . This royalty can be bought back entirely by Cerro de Pasco as of
initiation of commercial production in the concession , by paying a consideration of US D 3 million if the
royalty is bought back by the end of the 2nd year, USD 3.5 million if bought back by the end of the 3rd year, or
USD 4 million if bought back by the end of the 4th year.
Cerro de Pasco’s title, which is now binding, will also become enforceable before third parties and the
Peruvian Government once the transfer contract is recorded with the Peruvian Public Registry, which is
expected to be completed in the following few weeks.
As previously announced, pursuant to a merger agreement entered into on November 9, 2017 between the
Corporation and Cerro de Pasco (the “ Merger Agreement”), the Corporation intends to acquire Cerro de
Pasco, a private Peruvian corporation, by merging Cerro de Pasco with a branch of Genius to be established
under Peruvian laws, such that existing security holders of Cerro de Pasco will becom e security holders of
Genius (the “Proposed Transaction”).
The Proposed Transaction is an arm’s length fundamental change of the Corporation within the meaning of
Policy 8 – Fundamental Changes & Changes of Business of the Canadian Securities Exchange (the
“Exchange”) and is subject to a number of conditions precedents, including the receipt of all requisite
regulatory, corporate and shareholder approvals, including that of the Exchange.
The Corporation and Cerro de Pasco continue to work towards the completion of a Listing Statement regarding
the Proposed Transaction, as required pursuant to the policies of the Exchange. The completion of the Listing
Statement is a key component for the receipt of conditional approval for the Proposed Transaction from the
Exchange. Trading in the common shares of the Corporation is expected to remain halted pending receipt of
the Exchange’s conditional approval of the Proposed Transaction, which the Corporation expects to receive in
Q1 of 2018.
About Cerro De Pasco
Cerro De Pasco is a corporation incorporated under the laws of Peru . Since the above mentioned option
exercise, its main asset is a 100% interest in the El Metalurgista Concession (the " Property"). Upon exercise
of such option, Cerro de Pasco became the Property's sole legal and benefici al owner. On November 9, 2017,
Genius completed a technical report (“ NI 43 -101 Report”) regarding the Property, prepared in accordance
with National Instrument 43 -101 Standards of Disclosure for Mineral Project and entitled “The Excelsior
Property: The Excelsior Mineral Pile (EMP) and Quiulacocha Tailings (QT) associated with the Cerro de
Pasco Mine, Cerro de Pasco District, Altiplano Region, North -Central Peru ”. The NI 43 -101 Report is
available on the Corporation profile on SEDAR at www.sedar.com.
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.
Forward-Looking Statements and Disclaimer
Certain statements in this news re lease may be forward-looking. Statements with respect to the Corporation's
ability to complete the Proposed Transaction , the parties’ ability to satisfy any and all other closing
conditions, and the receipt of necessary regulatory and shareholder approvals in connection therewith, are all
forward-looking information, as are statements regarding the business of Genius and Cerro de Pasco, th eir
expected success, revenues and growth rates.
Although the Corporation believes the expectations reflected in such forward -looking statements are based on
reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could
cause actual results to differ materially from expectations include (i) the inability or unwillingness of Cerro de
Pasco t o fulfill its contractual obligations under the Merger Agreement, in whole or in part, (ii) the
Corporation's failure to fulfill its contractual obligations under the Merger Agreement, (iii) the Corporation's
inability to obtain the necessary regulatory ap provals for the Proposed Transaction, and (iv) generally, the
Corporation's inability to develop and implement a successful business plan for any reason. A description of
other risks affecting Genius’ business and activities appears in its annual managemen t's discussion and
analysis, which is available on the Corporation profile on SEDAR at www.sedar.com. No assurance can be
given that any events anticipated by the forward -looking information in this news release will occur, or if any
of them do so, what benefits that Genius will derive therefrom. In particular, no assurance can be given as to
the future financial performance of Genius. Genius does not undertake any obligation to update or revise any
forward-looking statements, except as required under app licable law. The reader is warned against undue
reliance on these forward-looking statements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and shareholder approval. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or listing statement
being prepared in connection with the Proposed Transactio n, any information released or received with
respect to the Proposed Transaction may not be accurate or complete. Trading in the securities of Genius
should be considered highly speculative.
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 adequacy or accuracy of this news release.
Contact Information
Genius Properties Ltd.
Guy Goulet
President & CEO