MONTRÉAL, QUÉBEC--(Marketwired - Dec. 7, 2017) - Genius Properties Ltd. (CSE:GNI) (CSE:GNI.CN) (CNSX:GNI) ("Genius" or the "Corporation") is pleased to provide an update regarding the progress of its proposed acquisition of Cerro de Pasco Resources S.A. ("Cerro de Pasco") as announced in the Corporation's press releases dated October 6, 2017 and November 9, 2017.
As previously announced, the Corporation will, pursuant to a merger agreement entered into on November 9, 2017 between the Corporation and Cerro de Pasco (the "Merger Agreement"), acquire Cerro de Pasco, a private Peruvian corporation, by merging Cerro de Pasco with a branch of Genius to be established under Peruvian laws, such that existing security holders of Cerro de Pasco will become security holders of Genius (the "Proposed Transaction").
The Proposed Transaction is an arm's length fundamental change of the Corporation within the meaning of Policy 8 - Fundamental Changes & Changes of Business of the Canadian Securities Exchange (the "Exchange") and is subject to a number of conditions precedents, including the receipt of all requisite regulatory, corporate and shareholder approvals, including that of the Exchange.
Update regarding the Proposed Transaction
Since the execution of the Merger Agreement, the Corporation has been working towards the completion of a Listing Statement regarding the Proposed Transaction, as required pursuant to the policies of the Exchange. The Listing Statement requires the completion of audited financial statements for each of Genius and Cerro de Pasco which audits are underway and are expected to be completed before year end.
The completion of the Listing Statement is a key component for the receipt of conditional approval for the Proposed Transaction from the Exchange. At such time as the Corporation receives a conditional approval for the Proposed Transaction, the Corporation will provide a further update. Trading in the common shares of the Corporation is expected to remain halted pending receipt of the Exchange's conditional approval of the Proposed Transaction, which the Corporation expects to receive in January 2018.
The Listing Statement will be utilized by the Corporation to seek shareholder approval of holders of a least a majority of the issued and outstanding shares of Genius. Shareholders of Genius will be asked to consider and, if deemed appropriate, approve a resolution allowing Genius to proceed with the Proposed Transaction and related transactions at a special meeting of the shareholders to be held in February 2018.
The Proposed Transaction is subject to a number of conditions precedent, including, among other things, receipt of regulatory and shareholder approvals. The Corporation is hopeful to complete the Proposed Transaction in Q1 of 2018.
Genius New Website
Genius will launch is new website in January 2018.
About Cerro De Pasco
Cerro De Pasco is a corporation incorporated under the laws of Peru. Its main asset is an option to acquire a 100% interest in the El Metalurgista Concession (where the so-called Quiulacocha Tailings and Excelsior Stockpile are located), located in Peru (the "Property"). Upon exercise of such option, Cerro de Pasco will become the Property's sole legal and beneficial owner. On November 9, 2017, Genius completed a technical report ("NI 43-101 Report") regarding the Property, prepared in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Project and entitled "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 NI 43-101 Report is available on the Corporation profile on SEDAR at www.sedar.com.
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.
