Genius Metals Announces Closing of Private Placement
Genius Metals Announces Closing of Private Placement
MONTRÉAL, QUÉBEC, CANADA — (June 29, 2023 ) - Genius Metals Inc. (TSXV: GENI) (“Genius
Metals” or the “Corporation”) is pleased to announce that on June 29, 2023, it has completed a
closing of a non-brokered private placement , for a total gross proceeds of $ 1,102,820. (the
“Private Placement”).
Under the Private Placement, the Corporation issued:
• 17,190,000 units of the Corporation (the “ Units”) at a price of $0.05 per Unit, with each
such Unit being comprised of one common share of the Corporation (“Common Share”)
and one common share purchase warrant entitling the holder thereof to purchase one
Common Share at an exercise price of $0.10 for a period of 24 months; and
• 4,055,333 common shares issued as “flow through shares” (the “Flow Through Shares”) at
a price of $0.06 per Flow-Through Share.
In connection with the Offering, the Corporation paid finder’s fees in the amount of $6,650 to
certain arm’s length third parties who assisted the Corporation by introducing subscribers to the
Private placement.
Four directors, two officers and one advisor of the Corporation have participated in the Private
Placement and were issued an aggregate of 2,220,000 Common Shares Units and 600,333 Flow-
Through Shares. Such participation in the Private Placement is a “related party transaction” as
defined in Regulation 61 -101 respecting Protection of Minority Security Holders in Special
Transactions (“Regulation 61-101”). Such participation is exempt from the formal valuation and
minority shareholder approval requirements of Regulation 61-101 as neither the fair market value
of the securities issued to insiders nor the consideration for such securities by insiders exceed
25% of the Corporation’s market capitalization.
The net proceeds of the sale of Flow -Through Shares will be used by the Corporation to incur
qualifying exploration expenses on its mining properties in Quebec and the net proceeds of Units
will be used by the Corporation to incur exploration expenses and for general working capital
purpose.
All securities issued in connection with the Offering will be subject to a four-month-and-one-day
statutory hold period in accordance with applicable securities laws.
The Private placement was carried out pursuant to prospectus exemptions of applicable securities
laws and is subject to final acceptance by the TSX Venture Exchange (“TSXV”).
About Genius Metals
Genius Metals is a Canadian mineral exploration company focused on the acquisition, exploration
and, if warranted, development of natural resource properties of merit in Canada.
Contact Information
Genius Metals Inc.
Tel.: 579-476-7000
Pierre-Olivier Goulet
Vice-President Corporate Development
Email: [email protected]
1-450-821-5270
Guy Goulet
President and CEO
Email: [email protected]
1-514-294-7000
Forward-Looking Statements and Disclaimer
Certain information contained herein may constitute “forward -looking information” under
Canadian securities legislation. Generally, forward -looking information can be identified using
forward-looking terminology such as, “will be”, “expected” or variations of such words and
phrases or statements that certain actions, events or results “will” occur. Forward -looking
statements, including statements relating to the anticipated use of the proceeds from the Private
Placement and the final approval of the TSXV , are based on the Corporation’s estimates and are
subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the Corporation to be materially different
from those expressed or implied by such forward -looking statements or forward -looking
information. There can be no assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on forward-looking statements and forward-
looking information. The Corporation will not update any forward-looking statements or forward-
looking information that are incorporated by reference herein, except as required by applicable
securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release.