Genius Metals Closes Second Tranche of Non-Brokered Private Placement and Creates Advisory Board
CSE:GENI
Genius Metals Inc. – 203-22 Lafleur Ave. North, Saint-Sauveur, Québec, Canada J0R 1R0
Genius Metals Closes Second Tranche of Non-Brokered
Private Placement and Creates Advisory Board
SAINT-SAUVEUR, QUÉBEC — (December 21, 2018)
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
Genius Metals Inc. (CSE:GENI) (“Genius Metals” or the “Corporation”) is pleased to announce
the closing of a se cond tranche of a non-brokered private placement for gross proceeds of
$297,025 million (the “Offering”), including the participation of institutional investor SIDEX
for $150,000.
Under the first and second tranches of the Offering, Genius Metals raised aggregate gross
proceeds of $ 1,215,642.
Under the second tranche of the Offering, Genius Metals issued and sold:
· 664,000 common share units (the “Common Share Units”) at a price of $0.25 per Common
Share Unit, with each such unit being comprised of one common s hare (a “Common
Share”) and one common share purchase warrant entitling the holder thereof to purchase
one Common Share at an exercise price of $0.35 for a period of twelve months; and
· 374,357 Flow-Through Share Units (the “Flow-Through Share Units”) at a price of $0.35
per Flow -Through Unit, with each such unit being comprised of one “flow -through”
Common Share and one-half of one common share purchase warrant entitling the holder
of one whole warrant to purchase one Common Share at an exercise price of $0.45 for a
period of twelve months.
The net proceeds of the Private Placement will be usedprincipally for exploration campaigns
undertaken on the Sakami an d Iserhoff properties in Québec. Further proceeds will be
devoted to the exploration of the Meaghers property in Nova Scotiaand for general corporate
purposes.
All securities issued pursuant to the Offering are subject to a hold period under applicable
securities laws, which will expire four months plus one day from the date of their issuance.
Three insiders of the Corporation have participated in the Private Placement and were issued
an aggregate of 44,000 Common Share Units and 42,900 Flow-Through Share Units. Their
participation in the Offering constitutes a “related party transaction” as defined under
Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions
(“61-101”). However, such participation is exempt f rom the valuation and minority
shareholder approval requirements of 61-101 based on the fact that neither the fair market
value of the Offering, nor the consideration paid by such insiders, 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.
Exploration Update
Genius provides an update on its ongoing exploration programs on its flagship gold prospects:
Sakami, Iserhoff and Meaghers.
Sakami Property
The Sakami property is located in the James Bay area of the Province of Quebec. The
investigated northern segment of the property straddles the sheared/thrusted and deformed
contact between the Archean la Grande (Yasinski Group) and Opinaca (Laguiche Group)
subprovinces. Samples with significant gold mineraliz ation (values greater than 100 ppb)
occur in the northern sector ; the host rocks are either sheared and/or mylonitized
hydrothermally altered (pyritized, sericitized) metavolcanic rocks and in iron formations .
Genius Metals is conducting induced polarization, magnetic and VLF geophysical gr ound-
based surveys on the Northern Sakami claim block. As of December over 29 km of grid lines
had been completed as part of the IP survey.
Iserhoff Property
The Iserhoff property is located in the northern Abitibi Greenstone Belt about 55 km NNE of
Lebel-sur-Quévillion. The property is underlain by highly deformed and metamorphosed
Archean intermediate volcanic rocks (andesite -dacite) and metasediments (wacke). The
property was staked on the basis of the encouraging drill results obtained in 1955 by O’Brien
Gold Mines; anomalous gold values with associated anomalous silver, lead and zinc values
were obtained from five diamond drill holes . The Corporation is conducting induced
polarization, magnetic and VLF geophysical ground-based surveys on the Iserhoff Property.
Meaghers Property, Nova Scotia
The Meaghers property is located in South-Central Nova Scotia. It forms part of the Meguma
Terrane and is under lain by folded Cambro -Ordovician age sedimentary sequences of the
Meguma Group containing the gold prospective Goldenville formation. The latter is invaded
by Mid -Devonian granitoids S tarting mid -July 2018, Genius began exploration work on
Meaghers. The wo rk consisted of prospecting, geological mapping and rock sampling to
generate exploration targets on which to focus more detailed work, such as channel
sampling, trenching and drilling. The objective is to evaluate the gold potential of the
Goldenville For mation exposed in the Meaghers property near the contact with Atlantic
Gold’s mining claims.A drilling program is to be conducted starting in January 2019.
Advisory Board
The Corporation is pleased to announce the creation ofan Advisory Board consisting of David
Shaw, Ph.D. and Réjean Gosselin, M.Sc. The mandate of the Advisory Board will be to assist
the Corporation in matters relating to acquisitions, exploration and development strategies.
David Shaw, Ph.D
Dr. David Shaw has in excess of three decades of experience in the resource and finance
industries with specific emphasis on technical and financial due diligence of resource
projects. He obtained a Bachelor of Science degree in Geology from the University of
Sheffield, England in 1973 and his Ph.D in Structural Geology from Carleton University, in
Ottawa, in 1980.
Dr. Shaw spent seven years with Chevron Resources in Calgary, AB, and Vancouver, BC,
employed initially as an in -house structural consultant on both metal and hydrocarbon
exploration programs. Upon leaving Chevron he initiated and developed the Resource
Research Group at Charlton Securities Ltd., Calgary, before assuming the position of Senior
Mining Analyst, Corporate Finance, at Yorkton Securities Inc. in Vancouver.
Dr. Shaw has built throughout his career strong relationships with European financial
institutions and the global mining community. He is currently director and interim CEO of
First Mining Gold Corp. and director of First Majestic Silver Corp., Great Quest Fertilizer and
Medallion Resources Limited.
Réjean Gosselin, M.Sc.
Réjean Gosselin graduated from Laval University in 1979 with a M.Sc. in Geology. He has
worked as a consulting geologist on uranium, gold and base metals mining exploration
projects in Canada, United States, and South America since 1979. For the past 35 years, Mr.
Gosselin acted as founder and promoter of numerous junior mining companies exploring for
different commodities in Canada, West Africa, and Mexico. Mr Gosselin is responsible for gold
and base metals discoveries in Canada and Mexico. Recent involvements include Dia Bras
Exploration (now Sierra Metals) as President and CEO from 2003 to 2008 and mo st recently
as Chairman of the Board of Maya Gold and Silver.
“On behalf of Genius Metals, I am pleased to welcome David Shaw and Réjean Gosselin to
the newly created Advisory Board . Their broad mining knowledge, mining expertise and
networks will be of great advantage to Genius Metals as we seek to strengthen the depth of
our management team. We intend to make full use of their solid technical expertise to
optimize the development of our promising projects and maximize their value for the benefit
of our shareholders.” stated Guy Goulet, President & CEO.
The technical contents of this release were approved by Michel Boily, PhD, geo; a Qualified
Person (QP) as defined by National Instrument 43-101.
About SIDEX
SIDEX is an initiative of the Québec government and the Fonds de Solidarité FTQ whose
mission is to invest in companies engaged in mineral exploration in Québec in order to
diversify the province’s mineral base, promote innovation and new entrepreneurs.
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.
The CSE has in no way passed upon the merits of the transactions and has neither approved
nor disapproved the contents of this news release. Neither the CSE nor its Regulation
Services Provider accepts responsibility for the adequacy or accuracy of this news release.
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 by
the use of 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 the expectations of the Corporation’s management
regarding the use of proceeds of the Offering, 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.
Contact Information
Genius Metals Inc.
Guy Goulet
President and CEO
Tel.: 514-294-7000
Email: [email protected]