Mr. Guy Goulet reports
REVERSE TAKE-OVER AND SPIN-OFF
Genius Properties Ltd. expects to proceed on Aug. 31, 2018, to the closing of its merger with Cerro de Pasco Resources SA, pursuant to a merger agreement dated Nov. 9, 2017, as amended.
Immediately prior to the closing of the reverse takeover, Genius will transfer all of its current mining properties to its wholly owned subsidiary Genius Metals Inc., and distribute all of the shares of SpinCo to existing shareholders of Genius.
The record date for the spinoff will be Aug. 30, 2018, which will be the date immediately prior to the closing date.
Upon closing of the spinoff, holders of shares of Genius as of the record date will receive shares of SpinCo on the basis of one SpinCo share for six Genius shares.
SpinCo intends to complete a private placement of common shares and flow-through shares for gross proceeds to SpinCo of a minimum of $750,500 and a maximum of $3-million in order to qualify for the listing of its shares on the Canadian Securities Exchange. Please refer to the press release of Aug. 20, 2018m for the terms of the SpinCo private placement.
Genius has received the approval of its shareholders to complete the reverse takeover and the spinoff, and is currently in the process of completing all regulatory approvals to proceed to closing of the proposed transactions, including that of the 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.
We seek Safe Harbor.
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