Genius Metals Closes Private Placement for a total amount of $757,000

Genius Metals Closes Private Placement

for a total amount of $757,000

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE

SERVICES

MONTRÉAL, QUÉBEC, CANADA — (October 4, 2024) - Genius Metals Inc. (TSXV: GENI) ("Genius

Metals" or the " Corporation") is pleased to announce the closing of a non-brokered private

placement previously announced on September 24, 2024, raising total gross proceeds of $757,000

through the issuance of 9,462,500 units of the Corporation ("Units") at a price of $0. 08 per Unit

(the "Offering").

Each Unit consists in one common share of the Corporation (a “Common Share”) and one half of

one Common Share purchase warrant (a “Warrant”). Each whole Warrant entitle s its holder to

purchase one Common Share at an exercise price of $0.12 per Common Share for a period of 24

months.

All securities issued in connection with the Offering are subject to a statutory hold period ending

four-month-and-one-day from the date of their issuance, in accordance with applicable securities

laws. The Offering remains subject to final approval from the TSX Venture Exchange (“TSXV”).

In connection with the Offering, the Corporation paid finder fees to arm’s length third parties in

an amount of $ 13,020. The Corporation intends to allocate the net proceeds from the Offering

towards the development of the Corporation's portfolio in Québec and Morocco, encompassing

potential growth opportunities, as well as for general working capital purposes.

One officer of the Corporation participated in the Offering by purchasing 125,000 Units. Such

participation in the Offering is a “related party transaction” as defined in Regulation 61 -

101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-

101”). The Corporation relied on exemptions from the formal valuation and minority shareholder

approval requirements of Regulation 61 -101 contained in sections 5.5(a) and 5.7(1)(a) 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 Corporati on’s market

capitalization.

The securities described herein have not been, and will not be, registered under the United States

Securities Act of 1933, as amended, (the “ U.S. Securities Act”) or any state securities laws, and

accordingly, may not be offered or sold within the United States except in compliance with the

registration requirements of the U.S. Securities Act and applicable state securities requirements

or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a

solicitation to buy any securities in any jurisdiction.

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 and Morocco.

Contact Information

Genius Metals

205-68 de la Gare Av

Saint-Sauveur, Qc J0R 1R0

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 intended use of the net proceeds from the

Offering, are based on the Corporation's estimates and are subject to known and unknown risks,

uncertainties, and other factors that may cause 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 the policies of the

TSXV) accepts responsibility for the adequacy or accuracy of this news release.