Reverse Take-over and Spin-Off
REVERSE TAKE-OVER AND SPIN-OFF
MONTRÉAL, QUÉBEC – (August 29, 2018)
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
Genius Properties Ltd. (CSE:GNI) ("Genius" or the "Corporation") expects to proceed on August
31, 2018 (the “Closing Date”) to the closing of its merger with Cerro de Pasco Resources S.A.
("Cerro De Pasco") pursuant to a merger agreement dated November 9, 2017, as amended (the
“Reverse Take-Over”).
Immediately prior to the closing of the Reverse Ta ke-Over, Genius will transfer all of its current
mining properties to its wholly-owned subsidiary Genius Metals Inc. (“SpinCo”), and distribute all
of the shares of SpinCo to existing shareholders of Genius (the “Spin-Off”).
The record date for the Spin-Off will be August 30, 2018 (the “ Record Date”) which will be the
date immediately prior to the Closing Date.
Upon closing of the Spin -Off, holders of shares of Genius as of the Record Date will receive
shares of SpinCo on the basis of one (1) SpinCo share for six (6) Genius shares.
SpinCo intends to complete a private placement of common shares and flow-through shares for
gross proceeds to SpinCo of a minimum of $750,500 and a maximum of $3,000,000 (“SpinCo
Private Placement”) in order to qualify for the listing of its shares on the C anadian Securities
Exchange (the “Exchange”). Please refer to the press release of August 20, 2018 for the terms
of the SpinCo Private Placement.
Genius has received the approval of its shareholders to complete the Reverse Take-Over and the
Spin-Off, and is currently in the process of completing all regulatory approvals to proceed to
closing of the proposed transactions, including that of the 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.
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 Exchange nor its
Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news
release.
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 and SpinCo’s ability to complete the Reverse Take-Over, the
Spin-Off, the SpinCo Private Placement, to list the shares of SpinCo on the Exchange or to obtain
the necessary regulatory approvals for the proposed transactions. 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.
Descriptions of the risks affecting the proposed transactions appear in the listing statements of
the Corporation and SpinCo, as amended , which are available on the Corporation’s profile 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 the Corporation and/or SpinCo will derive therefrom. In particular, no assurance can be given
as to the future financial performance of the Corporation and/or SpinCo . Neither of the
Corporation or SpinCo undertakes 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
Guy Goulet, President and CEO - 514-294-7000- [email protected]