Mr. Guy Goulet reports
GENIUS PROPERTIES LTD. WILL RESUME TRADING ON THE CANADIAN SECURITIES EXCHANGE ON JUNE 7, 2018, PROVIDES UPDATE ON PROPOSED TRANSACTION, ANNOUNCES APPOINTMENT OF NEW CFO AND CLARIFIES INFORMATION PREVIOUSLY DISCLOSED
Genius Properties Ltd. has received the conditional approval of the Canadian Securities Exchange in connection with the proposed transaction with Cerro de Pasco Resources SA, previously described in the corporation's news releases dated Nov. 9, 2017, Dec. 7, 2017, Jan. 23, 2018, and May 3, 2018. A listing statement describing the proposed transaction has been filed on the SEDAR and the corporation's shares will resume trading on June 7, 2018.
The exchange's final approval and the closing of the proposed transaction are conditional upon:
Shareholder approval and completion of the proposed transaction as described in the listing statement;Completion of any and all outstanding exchange application documentation and payment of fees pursuant to the exchange policies.
As part of the proposed transaction, Genius intends to transfer all of its current Canadian mining properties to Genius Metals Inc./Metaux Genius Inc., a new wholly owned Canadian subsidiary of Genius. Genius will continue the exploration and development of the Genius Properties through SpinCo and redistribute the common shares of SpinCo to its current shareholders. Genius will apply to have the SpinCo shares listed on the exchange. In order to permit same, a private placement of SpinCo shares for gross proceeds of no less than $750,000 will have to be completed.
The annual and special meeting of the corporation's shareholders, which was initially scheduled for June 12, 2018, will be held on July 6, 2018. At the meeting, the corporation's shareholders will be asked to, among other things, consider and, if deemed advisable, approve the proposed transaction, including the spinoff of the Genius Properties.
Appointment of new chief financial officer
Genius is also pleased to announce the appointment of Robert Boisjoli as chief financial officer of the corporation. Mr. Boisjoli, a fellow chartered professional accountant with over 30 years of operational and advisory experience, is currently chief executive officer of AKESOgen Inc., chairman of Palos Management Inc., managing director of Atwater Financial Group and a partner at Robert Boisjoli & Associates SEC, a consulting firm specializing mainly in business valuations. Mr. Boisjoli has been the founder of two life science companies where he has acted as chief financial officer, chief operating officer and chief executive officer. He sits on the boards of directors of various public and private companies where he is also the audit committee chairman and is a board member of various not-for-profit organizations in the community and within the profession.
Clarification of information previously disclosed
Genius wishes to clarify information previously disclosed in a press release dated May, 3, 2018, regarding finders' fees paid in connection with the second tranche of a private placement of Genius. The press release mentioned that, "In connection with the second tranche, Genius paid finder's fees to arm's-length third parties in the amount of $20,562.50." The press release should however have mentioned that finder's fees equal to an aggregate amount of $15,312.50 were paid to arm's-length third parties of Genius (instead of $20,562.50).
Genius also wishes to announce that it has filed on June 6, 2018, an updated version of the technical report prepared in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects dated Nov. 9, 2017, and titled "The Excelsior Property: The Excelsior Mineral Pile (EMP) and Quiulacocha Tailings (QT) associated with the Cerro de Pasco Mine, Cerro de Pasco District, Altiplano Region, North-Central Peru." The main modifications to the Cerro de Pasco technical report consisted of slightly modifying the exploration and development budget, removing unnecessary schedules, and providing a date for the visit of the property by the author of the report.
Updated versions of the following reports were also filed on June 6, 2018, by Genius, providing a date for the visit of the relevant properties by the author of the reports:
The technical report titled "The Robelin Property, Northern Labrador Through, Kativik, Koksoak River, Quebec, NTS 24F12 and 13," issued on Oct. 18, 2017, with an effective date of April 30, 2017;The technical report titled "The Sakami Property, La Grande Subprovince, James Bay Territory, Quebec, NTS 33F07,08,09,10," issued on Oct. 10, 2017, with an effective date of April 30, 2017.
Amended versions of the Cerro de Pasco technical report, Robelin technical report and Sakami technical report are available on the corporation's profile on SEDAR.
Extension of warrants
Furthermore, Genius announces that the expiry date of 5,186,667 common share purchase warrants originally issued on April 6, 2018, has been extended from April 6, 2019, to April 27, 2019, in order to coincide with the expiry date of all other outstanding warrants issued by the corporation. Each such warrant remains exercisable at a price of 25 cents per share.
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.
About Cerro De Pasco Resources SA
Cerro De Pasco is a corporation incorporated under the laws of Peru. Its main asset is a 100-per-cent interest in the Peruvian El Metalurgista concession (where the so-called Quiulacocha tailings and Excelsior stockpile are located).
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