MONTRÉAL, QUÉBEC--(Marketwired - Oct. 13, 2017) - Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN)(CNSX:GNI) ("Genius" or the "Corporation") is pleased to announce its intention to complete a $1,000,000 non-brokered private placement offering (the "Offering") of up to 6,666,667 units of the Corporation ("Units"), each Unit consisting of one common share (a "Share") and one-half of one Share purchase warrant (each whole, a "Warrant"), at a price of $0.15 per Unit. Each Warrant will entitle its holder to purchase one additional Share at a price of $0.25 per Share for a period of 12 months from the date of closing of the Offering. The Offering will be completed concurrently with a private placement of up to 1,500,000 flow-through shares of the Corporation ("FT Shares") at a price of $0.20 per FT Share, for gross proceeds of up to $300,000.
The Corporation intends to complete the Offering in accordance with Regulation 45-513 Respecting Prospectus Exemption for distribution to existing security holders and various corresponding blanket orders and rules of other Canadian jurisdictions that have adopted the same or a similar exemption from prospectus requirement (the "Existing Security Holder Exemption"). The Corporation will also accepts subscriptions from "accredited investors" (as defined in National Instrument 45-106 - Prospectus Exemptions, and in Québec Regulation 45-106 respecting Prospectus Exemptions) and may, at its discretion, also accept subscriptions pursuant to other prospectus exemptions available under applicable laws.
Subject to certain limitations discussed below, the Offering is open to all existing shareholders of the Corporation until October 31, 2017. Any existing shareholders of the Corporation interested in participating in the Offering should contact the Corporation using the contact information set out below no later than October 27, 2017 so that subscription materials can be provided for completion and returned to the Corporation no later than October 30, 2017. The Corporation may close the Offering in several tranches during the course of the Offering.
Regardless of the amount raised under the Offering, the Corporation will use all the proceeds for its working capital. Any securities issued pursuant to the Offering will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of closing of the Offering.
The Corporation has set October 12, 2017 as the record date (the "Record Date") for the purpose of determining existing shareholders entitled to purchase Units pursuant to the Existing Security Holder Exemption. Subscribers purchasing Units under the Existing Security Holder Exemption will need to represent in writing that they meet certain requirements of the Existing Security Holder Exemption, including that they were a shareholder of the Corporation as of the Record Date and still are a shareholder of the Corporation. The aggregate acquisition cost to a subscriber under the Existing Security Holder Exemption cannot exceed $15,000 unless that subscriber has obtained advice regarding the suitability of the investment and, if the subscriber is resident in a jurisdiction of Canada, such advice is obtained from a person that is registered as an investment dealer in the subscriber's jurisdiction.
In the event that the Offering is oversubscribed, the Corporation may increase the size of the Offering or allocate subscriptions on a pro rata basis in accordance with holdings of existing shareholders as of the Record Date.
Certain insiders of the Corporation, including significant shareholders of Genius, may acquire Units under the Offering. Any such participation would constitute a "related party transaction" as defined under Regulation 61-101 respecting Protection of minority security holders in special transactions ("Regulation 61-101"). However, such participation is exempt from the valuation and minority shareholder approval requirements of Regulation 61-101 based on the fact that neither the fair market value of the Offering, nor the consideration paid by such persons, exceeds 25% of the Corporation's market capitalization.
The Corporation has not engaged an agent to assist in completing the Offering. However the Corporation may pay finder's fees in connection with certain subscriptions.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the Canadian Securities Exchange.
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.
