Genius Metals Completes a $700K First Tranche of Financing, Secures a Diamond-Drilling Contract for Sakami and Extends the Exercise Period of Outstanding Warrants
CSE:GENI
Genius Metals Completes a $700K First Tranche of Financing,
Secures a Diamond-Drilling Contract for Sakami and Extends the
Exercise Period of Outstanding Warrants
MONTRÉAL, QUÉBEC, CANADA — (May 4, 2021) -
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”) completed a first tranche of a
non-brokered private placement offering (the “Private Placement”) for gross proceeds of $707,898.
The Corporation intends to focus on developing the Sakami property with the proceeds raised as part
of this private placement. Also, the Corporation is pleased to announce that it has secured a drilling
contract to perform 2,000m to 3,000m of diamond-drilling on the prospective targets of Lamarche and
GoldenEye of the Sakami property , set to begin in the month of June 2021. Finally, the Corporation
announces that it will be extending the exercise period of a total of 2,370,000 common share purchase
warrants, all of which are exercisable at $0.30 per share (collectively, the "Warrants").
Summer Drilling Program
Genius Metals is pleased to announce that it has entered into an agreement with Forage G4 based in
Val d’Or, Quebec to carry out a 2,000m to 3,000m diamond-drilling campaign focused on the gold-
prospective Lamarche and GoldenEye prospects. Drilling targets were defined using the data provided
by recently completed mapping, rock sampling, channel sampling and geophysical surveys. The
campaign is set to begin at the end of June after completing a small exploration campaign to validate
and expand the gold-prospective prospects and showings. The drilling and exploration programs are
to be planned and supervised by Genius Metals and Laurentia Exploration.
Closing of a First Tranche of Financing
Under the Private Placement, the Corporation issued and sold:
• 3,399,500 common share units (the “ Common Share Units”) at a price of $0.2 0 per Common
Share Unit, with each such unit being comprised of one ordinary share of the Corporation and
one common share purchase warrant (a “ Warrant”) entitling the holder thereof to purchase
one Common Share at an exercise price of $0.35 for a period of eighteen months from the date
of issuance;
• 28,571 Flow-Through Share (the “Flow-Through Share”) at a price of $0.28 per Flow-Through
Share; and
• 66,660 Flow-Through Share Units (the “ Flow-Through Share Units ”) at a price of $0.30 per
Flow-Through Unit, with each such unit being comprised of one “flow-through” and one-half of
one Warrant entitling the holder of one whole Warrant to purchase one Common Share at an
exercise price of $0.40 for a period of twelve months from the date of issuance.
The Corporation will use the proceeds of the Offering of Flow -Through Units to incur quali fying
expenditures on its Sakami Property, and the proceeds of the Offering of Units for exploration on its
mining properties and for general working capital purposes.
All securities issued pursuant to the Private Placement are subject to a hold period under applicable
securities laws, which will expire four months plus one day from the date of their issuance.
Two directors the Corporation have participated in the Private Placement and were issued an aggregate
of 50,000 Common Share Units and 28,571 Flow-Through Shares. Such participation in the Private
Placement is a “related party transaction” as defined in Regulation 61 -101. The Private Placement 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 Corporation did not
file a material change report 21 days prior to closing of the Private Placement as the participation of
insiders had not been confirmed at that time.
Extension of Outstanding Warrants
Genius Metals announces that the Corporation will be exceptionally extending the exercise period of a
total of 2,370,000 common share purchase warrants, all of which are exercisable at $0.30 per share
(collectively, the "Warrants"). The Warrants were issued pursuant to a private placement which closed
over two tranches on November 11th, 2019 and December 30 th-31st, 2019 and were set to expire 18
months following their issuance . On May 5th, 2021, the terms of the warrants will be extended until
January 31st, 2022. The Corporation notes that due to the exception al circumstances surrounding the
additional quarantine requirements for remote workers due to the COVID -19 pandemic, the drilling
planned for the period leading up to the warrant expiry was not able to happen within the original
warrant window. The board of directors of the Corporation have thus decided to extend the outstanding
warrants to preserve the investor optionality associated with drilling until such time as the planned
program could be completed. Accordingly, the new expiry dates for the warrants are as follows:
• Tranche 1: For Warrants issued on November 11th ,2019, the new expiration date of those
Warrants will be January 31st, 2022
• Tranche 2: For Warrants issued on December 30 th-31st, 2019, the new expiration date of those
Warrants will be January 31st, 2022
All other terms and conditions of the Warrants remain unchanged. The Warrant extension is subject to
acceptance by the Canadian Stock Exchange.
A portion of the Warrants are held by parties who are considered to be "related parties" of the
Company. Therefore, the amendment of Warrants constitutes a "related party transaction" as
contemplated by Multilateral Instrument 61 -101 Protection of Minority Shareholders in Special
Transactions. However, the exemptions from formal valua tion and minority approval requirements
provided for by Multilateral Instrument 61 -101 can be relied upon as the fair market value of the
Warrants does not exceeds 25% of the market capitalization of the Company. A material change report
in respect of this related party transaction will be filed by the Company.
The technical and scientific content of this release has been reviewed and approved by Michel Boily,
PhD, P.Geo, VP Exploration for Genius and Qualified Person (QP) as defined by NI 43-101.
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 variati ons 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 Private
Placement, 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 thos e 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.
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