Genius Properties Ltd.

Genius Properties Ltd.

July 07, 2014 08:30 ET

Genius Completes Acquisition of a 70% Interest in an Electronic Cigarette Distributor

MONTREAL, QUEBEC--(Marketwired - July 7, 2014) - Genius Properties Ltd. (the "Corporation" or "Genius") (CSE:GNI) is pleased to announce that it has completed the previously announced arms-length acquisition of a 70% interest in the assets of Zen eCigarette Inc., ("Seller"), a company specializing in the distribution and processing of electronic cigarettes.

The assets of the Seller were acquired by a newly created Delaware corporation, ZenCig Corp. ("ZenCig") in which Genius has a 70% interest and the principals of the Seller hold 30%. The original terms of the letter of intent were amended prior to the closing such that ZenCig purchased the Seller's assets for an aggregate consideration of $125,000, paid cash at closing. As part of the transaction, ZenCig also settled an outstanding debt of $42,500 owed by the Seller to an arms-length third party.

The purchased assets include, namely, inventory, goodwill, intellectual property, web domain name, permits and other distribution rights. The principals of the Seller have entered into a consulting agreement with ZenCig and will manage day-to-day operations while Genius will control the corporate affairs of ZenCig. The definitive agreements also include standard not compete and non-solicit undertakings by the principals of ZenCig, as well as standard representations and warranties and indemnification provisions.

Stephane Leblanc, President of Genius, commented: "We are very pleased that the team of Zen eCigarette has joined us to participate in the development of our project. This strategic acquisition enables Genius to achieve a new dimension with a full commercial offering in the electronic cigarette market, one of the markets with the highest growth potential. This strategic move will enable Genius to capture more value and generate cash flows in the short, medium and long term".

About ZenCig

ZenCig is a cleaner and healthier alternative to smoking for all. ZenCig is one of the leading electronic cigarette companies in this rapidly emerging and fast-growing market. The Company began online sales in 2011 and expanded to retail in 2013. ZenCig offers the highest quality and latest technology in this market. ZenCig provides an artificial flavored vapor with or without nicotine. A cartridge filled with an aromatic liquid is located in the filter. Ingredients contained in the cartridge include nicotine, artificial flavor and glycerol. During inhalation, the microprocessor enables a spray, mixing the air inhaled with the liquid contained in the cartridge. This vapor is then inhaled by the user. Evaporation of glycerol allows an imitation of real smoke produced by a cigarette. A LED at the end of the cigarette simulates true combustion and the sprayed mixture is delivered at a temperature of 50-60 Celsius degrees which is comparable to regular tobacco cigarette. With a soft filter and same size and weight as a real cigarette, it really gives to its user the most realistic experience of a tobacco cigarette. And without tar, ash and second hand smoke, people can really start to BREATH AGAIN ! With its established online presence and the lowest retail price in the world, the ZenCig management team is positioned to leverage its already well-recognized brand and give great value to its shareholders.

About Genius Properties

Genius is primarily targeting Quebec's excellent mineral potential to discover new world-class deposits. Genius is the ideal partner for exploration companies and capital pool companies looking for qualified transaction projects of merit. Genius intends to enter into various types of agreements on its properties. Management is currently evaluating, through specialized wholly-owned subsidiaries of the Corporation, other opportunities in other markets and industries having a strong growth potential to enhance shareholder value in the short term.

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 Genius, 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 Genius 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.

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

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