Genesis Closes $4.6 million Private Placement
December 20, 2019
Vancouver, British Columbia – Genesis Metals Corp. ("Genesis" or the "Company") (TSX-V: GIS) is pleased to announce that it has closed its previously announced non-brokered private placement of units ("Units") and flow-through common shares ("FT Shares") of the Company (the "Private Placement") pursuant to which the Company issued an aggregate of 16,400,000 Units at a price of $0.225 per Unit and 2,843,750 FT Shares at a price of $0.32 per FT Share for total gross proceeds of $3,690,000 and $910,000, respectively.
Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant, each whole such warrant entitling the holder to purchase one common share of the Company at a price of $0.33 per share until December 20th, 2021.
In connection with the Private Placement, the Company paid finders' fees in the aggregate amount of $173,009.28 and issued 775,347 warrants in connection with the sale of Units (the "Unit Finder Warrants") and 21,875 warrants in connection with the sale of FT Shares (the "FT Finder Warrants") to certain arm’s length finders. Each Unit Finder Warrant is exercisable to acquire one common share of the Company at a price of $0.25 per share until December 20, 2021 and each FT Finder Warrant is exercisable to acquire one common share of the Company at a price of $0.32 per share until December 20, 2021.
All securities issued or issuable in connection the Private Placement (including the FT Shares, the shares and warrants comprising the Units and any shares issued upon the exercise of the warrants and finders' warrants) are subject to a hold period and may not be traded until April 21, 2020 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange.
The Company intends to use the gross proceeds from the sale of FT Shares to incur exploration expenses on the Company's 100% owned Chevrier Gold deposit and the net proceeds from the sale of Units for general working capital purposes.
Engagement of Peak Investor Marketing Corp.
Genesis also announces that it has engaged Peak Investor Marketing Corp. ("Peak") for a 12-month term to provide full service marketing and consulting services focused on the junior mining sector and assist Genesis with marketing strategy and planning, corporate communications and public relations, with the goal of increasing market awareness of the Company.
As compensation for its services, Peak will receive a fee of $12,000 per month for the duration of its 12-month engagement. Subject to TSX Venture Exchange approval, the Company will also issue to Peak stock options exercisable to acquire up to 50,000 common shares of the Company at a price of $0.27 per share.
Grant of Options, Issuance of Bonus Shares and Amendment to Stock Option Pricing
The Company further announces that it has granted to directors, officers, and consultants of the Company stock options exercisable to acquire up to a total of 2,050,000 common shares under the Company's Stock Option Plan (the "Options") in accordance with the terms of the Company's amended and restated stock option and bonus share plan (the "Stock Option and Bonus Share Plan"). The Options are exercisable for a period of five years at a price of $0.27 per share.
The Company also announces it has issued an aggregate of 400,000 bonus shares to certain directors and consultants of the Company (the "Recipients") at the deemed price of $0.27 per share in accordance with the terms of the Stock Option and Bonus Share Plan. The bonus shares were awarded with respect to services performed by the Recipients for the benefit of the Company that have a value to the Company in excess of the value of the compensation otherwise paid to such Recipients during the 2019 financial year.
As disclosed in the Company’s management information circular dated as at July 29, 2019 (the "Circular") in respect of the annual and special general meeting of shareholders of the Company held on September 23, 2019 (the "AGM"), the Company proposed to amend a total of 3,955,000 stock options issued from August 5, 2014 to September 11, 2017 with original exercise prices of $0.15 to $0.22, whereby the exercise prices of such options would be reduced to $0.10 (the "Option Re-Pricing"). Following the consolidation of the Company’s common shares on the basis of one (1) post-consolidation common share for every five (5) pre-consolidation common shares completed effective December 16, 2019 (the "Consolidation"), the Option Re-Pricing, as adjusted pursuant to the Consolidation, would reflect the amendment of the exercise prices of a total of 791,000 stock options to an exercise price of $0.50 per share, all on a post-Consolidation basis. As the Option Re-Pricing, insofar as it involves options granted to insiders, was approved by shareholders at the AGM, the Company will be applying to the TSX Venture Exchange for approval to effect the Option Re-Pricing on a post-Consolidation basis as set out above.
About Genesis Metals
Genesis Metals Corp. is a member of the Discovery Group of Companies, an alliance of public companies focused on the advancement of mineral exploration and mining projects with a proven track record of generating shareholder value through responsible, sustainable, and innovative development. Discovery Group companies have generated over $500 million in direct and indirect expenditures resulting in over a billion dollars in M&A activity, with notable recent successes being the sale of Northern Empire Resources Corp. to Coeur Mining Inc. and the sale of Kaminak Gold Corp. to Goldcorp Inc. Current Discovery Group member companies include: Great Bear Resources Ltd., Bluestone Resources Inc., ValOre Metals Corp., Ethos Gold Corp., Fireweed Zinc Ltd., Dunnedin Ventures Inc., and K2 Gold Corporation.
Genesis Metals Inc. is a gold exploration company focused on developing its Chevrier gold project in Quebec, Canada. The 100% owned Chevrier gold project is located near Chibougamau, Quebec and to the NE of the Nelligan gold project.
ON BEHALF OF THE BOARD OF DIRECTORS
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain disclosure in this release, including statements regarding the intended use of proceeds from the Private Placement and the Company’s intention to apply for TSX Venture Exchange approval to effect the Option Re-Pricing, constitute forward-looking information or statements (collectively, "forward-looking statements") for the purpose of applicable securities laws. In making the forward-looking statements, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company, including that TSX Venture Exchange approval of the Option Re-Pricing will be granted without significant delay or material conditions; the Company will be able to obtain any government or other regulatory approvals required to complete the Company's planned exploration and development activities, that the Company is able to procure personnel, equipment and supplies required for its exploration and development activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that the Company may be unable to obtain required TSX Venture Exchange and/or other regulatory approvals on a timely basis or at all, that actual results of the Company's exploration activities will be different than those expected by management and that the Company will be unable to obtain or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.