Genius Properties Ltd. Will Resume Trading on the
CSE:GNI
Genius Properties Ltd. – 203-22 Lafleur Ave. North, Saint-Sauveur, Québec, Canada J0R 1R0
Genius Properties Ltd. Will Resume Trading on the
Canadian Securities Exchange on June 7, 2018, Provides
Update on Proposed Transaction , Announces
Appointment of New CFO and Clarifies Information
Previously Disclosed
SAINT-SAUVEUR, QUÉBEC — (June 6, 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 it has received the conditional approval of the Canadian
Securities Exchange (the “ Exchange”) in connection wit h the proposed transaction
(the “Proposed Transaction”) with Cerro de Pasco Resources S.A. (“ Cerro de Pasco ”),
previously described in the Corporation’s news releases dated November 9, 2017, December
7, 2017, January 23, 2018 and May 3, 2018. A listing statement describing the Proposed
Transaction has been filed on the SEDAR at www.sedar.com and the Corporation’s shares
will resume trading on June 7, 2018.
The Exchange’s final approval and the closing of the Proposed Transaction are conditional
upon:
(i) Shareholder approval and completion of the Proposed Transaction as described
in the listing statement; and
(ii) Completion of any and all outstanding Exchange application documentation and
payment of fees pursuant to the Exchange Policies.
As part of the Proposed Transaction, Genius intends to transfer (“Spin-Off”) all of its current
Canadian mining properties (the “Genius Properties”) to Genius Metals Inc. / Métaux Genius
Inc. (“SpinCo”), a new wholly -owned Canadian subsidiary of Genius. Genius will continue
the exploration and development of the Genius Properties through SpinCo and re-distribute
the common shares of SpinCo to its current shareholders. Genius will apply to have the
SpinCo shares listed on the Exchange. In order to permit same, a private placement of SpinCo
shares for gross proceeds of no less than $750,000 will have to be completed.
The annual and special meeting of the Corporation’ s shareholders, which was initially
scheduled for June 12, 2018, will be held on July 6, 2018 (the “Meeting”). At the Meeting,
the Corporation’s shareholders will be asked to, among other things, consider and, if deemed
advisable, approve the Proposed Transaction, including the Spin -Off of the Genius
Properties.
Appointment of New CFO
Genius is also pleased to announce the appointment of Robert Boisjoli as Chief Financial
Officer of the Corporation. Robert Boisjoli, a Fellow Chartered Professional Accountant with
over 30 years of operational and advisory experience, is currently Chief Executive Officer of
AKESOgen, Inc., Chairman of Palos Management Inc., Managing Director of Atwater Financial
Group, and a partner at Robert Boisjoli & Associates S.E.C., a consulting firm specializing
mainly in business valuations. Robert has been the founder of two life sci ence companies
where he has acted as Chief Financial Officer, Chief Operating Officer and Chief Executive
Officer. He sits on the boards of directors of various public and private companies where he
is also the audit committee chairman and is a board membe r of various not -for-profit
organizations in the community and within the profession.
Clarification of Information Previously Disclosed
Genius wishes to clarify information previously disclosed in a press release dated May, 3,
2018, regarding finders’ fees paid in connection with the second tranche of a private
placement of Genius. The press release mentioned that: “In connection with the Second
Tranche, Genius paid finder’s fees to arm’s length third parties in the amount of
$20,562.50”. The press release should however have mentioned that finder’s fees equal to
an aggregate amount of $15,312.50 were paid to arm’s length third parties of Genius (instead
of $20,562.50).
Genius also wishes to announce that it has filed on June 6, 2018 an updated version of the
technical report prepared in accordance with National Instrument 43 -101 Standards of
Disclosure for Mineral Projects (“NI 43 -101”) dated November 9, 2017 and titled “ The
Excelsior Property: The Excelsior Mineral Pile (EMP) and Qui ulacocha Tailings (QT)
associated with the Cerro de Pasco Mine, Cerro de Pasco District, Altiplano Region, North-
Central Peru” (the “Cerro de Pasco Technical Report ”). The main modifications to the
Cerro de Pasco Technical Report consisted of slightly modi fying the exploration and
development budget, removing unnecessary schedules and providing a date for the visit of
the property by the author of the report.
Updated versions of the following reports were also filed on June 6, 2018 by Genius,
providing a date for the visit of the relevant properties by the author of the reports:
the technical report titled “ The Robelin Property, Northern Labrador Through,
Kativik, Koksoak River, Québec, NTS 24F12 and 13”, issued on October 18, 2017 with
an effective date of April 30, 2017 (the “Robelin Technical Report”); and
the technical report titled “The Sakami Property, La Grande Subprovince, James Bay
Territory, Quebec, NTS 33F07,08,09,10 ”, issued on October 10, 2017 with an
effective date of April 30, 2017 (the “Sakami Technical Report”).
Amended versions of the Cerro de Pasco Technical Report, R obelin Technical Report and
Sakami Technical Report are available on the Corporation’s profile at www.sedar.com .
Extension of Warrants
Furthermore, Genius announces that the expiry date of 5,186,667 common share purchase
warrants originally issued on April 6, 2018 has been extended from April 6, 2019 to April 27,
2019 in order to coincide with the expiry date of all other outstanding warr ants issued by
the Corporation. Each such warrant remains exercisable at a price of $0.25 per Share.
About Genius Properties Ltd.
Genius is a Canadian mineral exploration company focused on developing projects with
critical metals and minerals.
About Cerro De Pasco Resources S.A.
Cerro De Pasco Resources S.A. is a corporation incorporated under the laws of Peru. Its main
asset is a 100% interest in the Peruvian El Metalurgista Concession (where the so -called
Quiulacocha Tailings and Excelsior Stockpile are located).
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward -looking. Such statements include
those with respect to the Corporation's ability to complete the Proposed Transaction .
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) the Corpor ation's ability to fulfill its contractual obligations under the
Proposed Transaction, (ii) the Corporation’s ability to successfully pursue the activities
referred to in this news release, (iii) the Corporation's ability to obtain the necessary
regulatory and shareholders’ approvals for the Proposed Transaction, and (iv) generally,
the Corporation's ability to develop and implement a successful business plan.
A description of the risks affecting the Corporation’s 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.
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts
responsibility for the adequacy or accuracy of this release.
Contact Information
Guy Goulet, President & CEO - 514-294-7000- [email protected]