Genius Properties Ltd. Completes Non Brokered Private Placement of over $1 Million
Genius Properties Ltd. Completes Non Brokered Private
Placement of over $1 Million
ST-SAUVEUR, QUÉBEC — (December 22, 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 that it has closed a non brokered private placement for total gross
proceeds of $1,001,800 (the “Offering”) through the issuance of 5,262,000 units of the
Corporation (“Units”) at a price of $0.15 per Unit, for gross proceeds of $789,300 and 1,062,500
flow-through shares of the Corporation (the “ FT Shares”) at a price of $0.20 per FT Share, for
gross proceeds of $212,500. Each Unit is comprised of one common share of the Corpor ation
(a “Share”) and one- half of one Share purchase warrant (each whole, a “ Warrant”). 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 its issuance, provided however that the Corporation shall
be entitled to accelerate the expiry of the Warrants to the date that is 30 days following the date
a notice is provided to the holder in the event that the volume weighted average price of the
Shares on the Canadian Securities Exchange exceeds $0.50 for any twenty (20) consecutive
trading days at any time prior to the expiry of the Warrants.
Insiders of the Corporation purchased a total of 1,250,000 Units and 160,000 FT Shares. Their
participation in the Offering constitutes a “related party transaction” as defined under National
Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“NI 61-
101”). However, such participation is exempt from the valuation and minority shareholder
approval requirements of NI 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 did not file a material change report at least 21 days prior to the
closing of the Offering as participation of the insiders had not been established at that time.
The Corporation will use all the proceeds raised from the sale of Units for its working capital.
The proceeds raised from the sale o f FT Shares will be used to incur "flow -through mining
expenditures" as defined under the Income Tax Act (Canada).
All 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 their issuance.
In connection with the Offering , Genius paid finder’s fees to arm’s length third part ies in the
amount of $19,790 and issued 21,000 finder warrants, each entitling its holder to purchase one
Share at a price of $0.25 per Share for a period of 12 months from the date of its issuance.
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
subscriptions 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 w hole 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 devel op 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 performanc e 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
514-294-7000