Genius Properties Ltd.

Genius Properties Ltd.

November 14, 2016 14:22 ET

Genius Announces a Proposed $2.6 Million Brokered Private Placement

MONTREAL, QUEBEC--(Marketwired - Nov. 14, 2016) - Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN) ("Genius" or the "Corporation") is pleased to announce that it has signed an Engagement Letter with Leede Jones Gable Inc. ("LJG"), pursuant to which LJG will act as lead manager, on a commercially reasonable efforts basis, for a proposed private placement offering with accredited investors (the "Offering") of units and flow-through shares, for a maximum gross proceeds of $2,600,000.

Genius will offer a maximum of 12,000,000 units for gross proceeds of $600,000 and a maximum of 25,000,000 flow-through shares for gross proceeds of $2,000,000. Each unit will be offered at $0.05 and shall consist of 1 common share and 1 common share purchase warrant (a "Warrant"). Each Warrant shall entitle its holder to purchase a common share at a price of $0.10 for a period of 12 months period following the closing of the private placement. Each flow-through share will be offered at $0.08. LJG also has an over-allotment option to purchase additional units and flow-through shares for an amount corresponding to 15% of the units and flow-through shares included in the Offering.

LJG shall receive a cash commission equal to 8% of the gross proceeds of the Offering as well as broker warrants to acquire a number of common shares equal to 8% of the number of shares sold under the Offering. Each broker warrant shall entitle LJG to purchase a common share at a price of $0.08 for a period of 24 months from the closing Date.

The net proceeds of the Offering will be used for exploration work and for working capital. The closing of the Offering is expected to occur around December 2, 2016 and is subject to the approval of the Canadian Securities Exchange. The securities issued pursuant to the Offering will be subject to a 4 month and 1 day hold period.

About Genius Properties

Genius is a Canadian mineral exploration company focused on developing projects with some of the world's most critical metals and minerals for use in various industries including in particular, batteries for storing electrical energy and the raw materials essential for Lithium-ion battery production.

Cautionary Statements Regarding Forward-Looking Information

This news release contains forward-looking information within the meaning of applicable Canadian securities laws. All information other than historical fact is forward-looking information. Forward-looking information relates to future events or future performance and is based on GNI current internal expectations, estimates, projections, assumptions and beliefs. Forward-looking information is often, but not always, identified by the use of words such as "expect", "project", "proposed", "intend", "seek", "anticipate", "budget", "plan", "continue", "estimate", "forecast", "may", "will", "predict", "potential", "targeting", "could", "might", "should", "believe" and similar expressions. Although management considers the assumptions and estimates, reflected in forward-looking information, to be reasonable, based on information currently available, there can be no assurance that such information will prove to be correct. As a consequence, actual results may differ materially from those anticipated.

Undue reliance should not be placed on forward-looking information which is inherently uncertain, and subject to known and unknown risks and uncertainties (both general and specific) and other factors that contribute to the possibility that the future events or circumstances contemplated by the forward looking information will not occur or that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. These risks include, but are not limited to risks associated with general economic conditions, the actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future metal prices, financial risks and substantial capital requirements. Further information regarding certain of these risks (as well as risks relating generally to the Company's business) may be found under the headings "Risks and Uncertainties", "Forward-Looking Information" and "Financial risk factors" in the latest Company's Management's Discussion & Analysis on Readers are cautioned that the foregoing list of factors that may affect future results is not exhaustive. The forward-looking statements contained in this news release are made as of the date hereof and GNI does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

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