ST-SAUVEUR, QUÉBEC--(Marketwired - Dec. 22, 2017) - Genius Properties Ltd. (CSE:GNI) (CSE:GNI.CN)(CNSX:GNI) ("Genius" or the "Corporation") is pleased to announce that it has closed a non brokered private placement for total gross proceeds of $1,001,800 (the "Offering") through the issuance of 5,262,000 units of the Corporation ("Units") at a price of $0.15 per Unit, for gross proceeds of $789,300 and 1,062,500 flow-through shares of the Corporation (the "FT Shares") at a price of $0.20 per FT Share, for gross proceeds of $212,500. Each Unit is comprised of one common share of the Corporation (a "Share") and one-half of one Share purchase warrant (each whole, a "Warrant"). 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 its issuance, provided however that the Corporation shall be entitled to accelerate the expiry of the Warrants to the date that is 30 days following the date a notice is provided to the holder in the event that the volume weighted average price of the Shares on the Canadian Securities Exchange exceeds $0.50 for any twenty (20) consecutive trading days at any time prior to the expiry of the Warrants.
Insiders of the Corporation purchased a total of 1,250,000 Units and 160,000 FT Shares. Their participation in the Offering constitutes a "related party transaction" as defined under National Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("NI 61-101"). However, such participation is exempt from the valuation and minority shareholder approval requirements of NI 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 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.
The Corporation will use all the proceeds raised from the sale of Units for its working capital. The proceeds raised from the sale of FT Shares will be used to incur "flow-through mining expenditures" as defined under the Income Tax Act (Canada).
All 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 their issuance.
In connection with the Offering, Genius paid finder's fees to arm's length third parties in the amount of $19,790 and issued 21,000 finder warrants, each entitling its holder to purchase one Share at a price of $0.25 per Share for a period of 12 months from the date of its issuance.
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.
