Genius Properties Ltd. Announces $1,000,000 Offering of Units to Existing Shareholders and Accredited Investors
Genius Properties Ltd. Announces $1,000,000 Offering of Units to
Existing Shareholders and Accredited Investors
MONTRÉAL, QUÉBEC--(Marketwired – October 13, 2017) --
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 its intention to complete a $1,000,000 non-brokered private placement offering (the “Offering”) of
up to 6,666,667 units of the Corporation (“Units”), each Unit consisting of one common share (a “ Share”) and
one-half of one Share purchase warrant (each whole, a “Warrant”), at a price of $0.15 per Unit. Each Warrant
will entitle its holder to purchase one additional Share at a price of $ 0.25 per Share for a period of 12 months
from the date of closing of the Offering. The Offering will be completed concurrently with a private placement
of up to 1,500,000 flow-through shares of the Corporation (“FT Shares”) at a price of $0.20 per FT Share, for
gross proceeds of up to $300,000.
The Corporation intends to complete the Offering in accordance with Regulation 45 -513 Respecting
Prospectus Exemption for distribution to existing security holders and various corresponding blanket orders
and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus
requirement (the “ Existing Security Holder Exemption ”). The Corporation will also accepts subscriptions
from “accredited investors” (as defined in National Instrument 45-106 - Prospectus Exemptions, and in Québec
Regulation 45 -106 respecting Prospectus Exemptions ) and may, at its discretion, also accept subscriptions
pursuant to other prospectus exemptions available under applicable laws.
Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the
Corporation until October 31, 2017. Any existing shareholders of the Corporation interested in participating in
the Offering should contact the Corpora tion using the contact information set out below no later than October
27, 2017 so that subscription materials can be provided for completion and returned to the Corporation no later
than October 30, 2017. The Corporation may close the Offering in several tranches during the course of the
Offering.
Regardless of the amount raised under the Offe ring, the Corporation will use all the proceeds for its working
capital. Any securities issued pursuant to the Offering will be subject to a hold period under applicable
securities laws, which will expire four months plus one day from the date of closing of the Offering.
The Corporation has set October 12, 2017 as the record date (the “ Record Date ”) for the purpose of
determining existing shareholders entitled to purchase Units pursuant to the Existing Security Holder
Exemption. Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent
in writing that they mee t certain requirements of the Existing Security Holder Exemption, including that they
were a shareholder of the Corporation as of the Record Date and still are a shareholder of the Corporation. The
aggregate acquisition cost to a subscriber under the Exist ing Security Holder Exemption cannot exceed
$15,000 unless that subscriber has obtained advice regarding the suitability of the investment and, if the
subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registe red as an
investment dealer in the subscriber’s jurisdiction.
In the event that the Offering is oversubscribed, the Corporation may increase the size of the Offering or
allocate subscriptions on a pro rata basis in accordance with holdings of existing sha reholders as of the Record
Date.
Certain insiders of the Corporation, including significant shareholders of Genius, may acquire Units under the
Offering. Any such participation would constitute a "related party transaction" as defined under Regulation 61-
101 respecting Protection of minority security holders in special transactions ("Regulation 61-101").
However, such participation is exempt from the valuation and minority shareholder approval requirements of
Regulation 61 -101 based on the fact that neither the fair market value of the Offering, nor the consideration
paid by such persons, exceeds 25% of the Corporation's market capitalization.
The Corporation has not engaged an agent to assist in completing the Offering. However the Corporation may
pay finder’s fees in connection with certain subscriptions.
Closing of the Offering is subject to a numb er of conditions, including receipt of all necessary corporate and
regulatory approvals, including approval of the Canadian Securities Exchange.
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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward -looking. Such statements include those with respect to
Corporation's ability to raise funds under the Offering and the use of the proceeds raised thereunder. 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. Such assumptions, which may
prove incorrect, include the following: (i) Genius will be successful in its efforts to pursue the activities
referred to in this news release, (ii) Genius will be successful in its efforts to identify and secure subscribers
under the Offering, (iii) the subscribers under the Offering will complete the subsc riptions they have agreed to
make under their subscription agreements, and (iv) Genius' management will not identify and pursue other
business objectives using the proceeds of the Offering. Factors that could cause actual results to differ
materially from expectations include (i) the inability or unwillingness of the subscribers under the Offering to
fulfill their contractual obligations, in whole or in part, (ii) the Corporation's failure to make effective use of
the proceeds of the Offering, (iii) the Corporation's inability to obtain the necessary regulatory approvals for
the Offering, 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
management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be
given that any events anticipated by the forward -looking information in this press 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 applicable law. The reader is warned against undue
reliance on these forward-looking statements.
Contact Information
Genius Properties Ltd.
Guy Goulet
President & CEO