Genesis Closes $3.01 million Private Placement
August 5, 2020
THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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 3,593,591 Units at a price of $0.28 per Unit and 4,453,764 FT Shares at a price of $0.45 per FT Share for total gross proceeds of $1,006,205.48 and $2,004,194, 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 $0.42 per share for a period of two years from the date of issuance.
In connection with the Private Placement, the Company paid finders' fees in the aggregate amount of $48,461 and issued 70,448 warrants in connection with the sale of Units (the "Unit Finder Warrants") and 61,460 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 $0.42 per share for a period of two years from the date of issuance and each FT Finder Warrant is exercisable to acquire one common share of the Company at a price of $0.45 per share for a period of two years from the date of issuance.
Certain insiders subscribed for a total of 296,786 Units under the Private placement, which constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transaction (“MI 61-101”), however, the participation of the insiders in the Private Placement was exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in Sections 5.5(a) and 5.7(a) of MI 61-101, in that the fair market value of the shares purchased by the insiders did not exceed 25% of the Company’s market capitalization and the Company’s shares are listed on the TSX Venture Exchange.
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 December 6, 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.
Genesis Metals Corp. is a member of Discovery Group, 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., Kodiak Copper Corp., and K2 Gold Corporation.
Genesis Metals Corp. is a gold exploration company focused on advancing its Chevrier Gold Project in the prolific Abitibi region of Quebec, Canada.
ON BEHALF OF THE BOARD OF DIRECTORS
“David A. Terry”
President, CEO, and Director
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 anticipated timing for receipt of survey and till results; the Company's exploration plans; 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 the Company is 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; that actual results of exploration activities are consistent with management's expectations; that the current price and demand for gold will be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner; 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 risks include, among others, the risks related to the inability to obtain required regulatory approvals on a timely basis or at all, that the risk that actual results of the Company's exploration activities may be different than those expected by management; delays in receiving survey and till results or obtaining any required government or other regulatory approvals; inability to procure required equipment and supplies in sufficient quantities and on a timely basis; the nature of mineral exploration and mining and the uncertain commercial viability of certain mineral deposits; the Company's lack of operating revenues and risks related to dependence on key personnel. 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.