Genius Properties Ltd.
CSE : GNI
CSE : GNI.CN

Genius Properties Ltd.

January 20, 2017 07:30 ET

Genius Announces Consolidation

MONTREAL, QUEBEC--(Marketwired - Jan. 20, 2017) - Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN) ("Genius" or the "Corporation") announces that it intends to consolidate its current issued and outstanding share capital on a 5 old for 1 new basis (the "Consolidation") on or about February 1, 2017.

At an annual and special meeting of the shareholders of the Corporation held on July 11, 2016, shareholders of the Corporation approved a consolidation of the outstanding common shares on the basis of one post-Consolidation common share for up to 5 outstanding pre-Consolidation common shares. The Corporation will not issue any fractional post-Consolidation common shares as a result of the Consolidation. Instead, all fractional shares will be rounded up to the next whole common share. A further announcement will be made advising of the completion of the Consolidation. The post-Consolidation common shares will commence trading on the Canadian Securities Exchange ("CSE") under same name and ticker symbol (GNI) on or about February 1, 2017, at which time the CUSIP and ISIN numbers of the Corporation will change.

The Corporation currently has 94,195,410 issued and outstanding common shares. Following the Consolidation, it is anticipated that the Corporation will have approximately 18,839,082 issued and outstanding common shares. The exercise or conversion price and the number of common shares issuable under any of the Corporation's outstanding warrants and options will be proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof.

Letters of transmittal with respect to the Consolidation will be mailed to all registered shareholders of the Corporation to use to exchange their pre-Consolidation common shares into post-Consolidation common shares on or around February 1, 2017. A copy of the letter of transmittal will be filed on the Corporation's issuer profile on SEDAR at www.sedar.com, and on its issuer profile at www.thecse.com. Each registered shareholder that submits a duly completed letter of transmittal along with such registered shareholder's share certificate(s) representing pre-Consolidation common shares to the Corporation's transfer agent, Computershare Investor Services Inc., (the "Transfer Agent"), will receive share certificates representing the number of post-Consolidation common shares to which the registered shareholder is entitled. Until so surrendered, each share certificate representing pre-Consolidation common shares of the Corporation will represent the number of whole post-Consolidation Common Shares to which the holder is entitled as a result of the Consolidation. Shareholders of the Corporation that hold common shares through a bank, broker or other nominee should note that banks, brokers or other nominees may have different procedures for processing the Consolidation than those put in place by the Corporation and the Transfer Agent. Such shareholders may not be required to complete a letter of transmittal.

The Corporation believes that the Consolidation will be beneficial to the Corporation in that it is expected to, among other things, provide the Corporation with greater flexibility in attracting financing.

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.

Additional information about genius and its exploration projects can be found at www.geniusproperties.ca.

Forward-Looking Information

Certain information set forth in this news release may contain forward-looking information that involves substantial known and unknown risks and uncertainties. This forward-looking information is subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to, the impact of general economic conditions, industry conditions, and dependence upon regulatory approvals. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking information. The parties undertake no obligation to update forward-looking information except as otherwise may be required by applicable securities law.

NEITHER THE CSE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

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