Genesis Metals Corporation

Genesis Closes $3.25 Million Private Placement and Welcomes Eric Sprott as Significant Shareholder

June 5, 2017

Vancouver, British Columbia – Genesis Metals Corp (TSX-V: GIS) (“Genesis” or the “Company”) has closed its $3.25-million non-brokered private placement (the “Financing”) previously announced on May 24, 2017.

Brian Groves CEO of Genesis, commented: “We are pleased to have Eric Sprott, Delbrook and other large, strategic institutional investors participate in this Financing. The proceeds of this financing allows Genesis to commence field work at Chevrier that will include drilling, trenching, prospecting and mapping.”

The Company issued a total of 7,276,714 units (“Units”) at the price of $0.14 per Unit for gross proceeds of $1,018,320 and 13,959,000 flow-through units (“FT Units”) at the price of $0.16 per FT Unit for gross proceeds of $2,233,440.

Each Unit consists of one common share of the Company one-half of one warrant, each whole such warrant exercisable to purchase one common share at $0.20 per share until June 5, 2019.

Each FT Unit consists of one flow-through common share of the Company one-half of one warrant, each whole such warrant exercisable to purchase one non-flow-through common share at $0.23 per share until June 5, 2019.  In connection with the financing, finders’ fees of $121,732.80 ($117,672.80 to Medalist Capital, $2,100.00 to Raymond James and $1,960 to Echelon Wealth Partners.) and issuance of a total of 146,160 finder warrants at 14 cents and 632,940 finder warrants at 16 cents. (751,100 warrants to Medalist Capital, 14,000 warrants to Raymond James and 14,000 warrants to Echelon Wealth Partners) were paid. Each finder warrant entitles the holder to purchase one common share of the Company for a period of two years.

All securities issued in connection the Financing (including shares, warrants, finders’ warrants and any shares issued upon the exercise of warrants and finders’ warrants) are subject to a hold period and may not be traded until October 6, 2017 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange.

The Company intends to use the net proceeds of the Financing to advance its Chevrier gold project and for general working capital purposes.

Upon completion of the Financing, Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 4,850,000 common shares and 2,425,000 warrants, representing approximately 7.2% of the issued and outstanding common shares of the Company on a non-diluted basis and 10.4% on a partially diluted basis. The above percentages are calculated based on 67,651,204 common shares issued and outstanding after giving effect to the Financing. Prior to the Financing, Mr. Sprott did not own any securities of the Company.

Upon completion of the Financing, Delbrook Resource Opportunities Fund (“Delbrook”) acquired 3,480,000 common shares and 1,740,000 warrants, which together with Delbrook’s existing holdings of 3,850,000 common shares, total 7,330,000 common shares and 1,740,000 warrants, representing approximately 10.83% of the issued and outstanding common shares of the Company on a non-diluted basis and 13.07% on a partially diluted basis. The above percentages are calculated based on 67,651,204 common shares issued and outstanding after giving effect to the Financing.

The common shares and warrants were acquired by Mr. Sprott, through 2176423 Ontario, for investment purposes. Mr. Sprott has a long-term view of the investment and may acquire additional securities of the Company, either on the open market or through private acquisitions, or sell securities of the Company, either on the open market or through private dispositions, in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling 416-362-7172 (200 Bay St., Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario, M5J 2J2).

The common shares and warrants were acquired by Delbrook for investment purposes. Delbrook has a long-term view of the investment and may acquire additional securities of the Company, either on the open market or through private acquisitions, or sell securities of the Company, either on the open market or through private dispositions, in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of Delbrook’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling 604-229-1450 (650 – 1021 West Hastings Street, Vancouver, British Columbia V6E 0C3).

About Genesis Metals

The Company is focused on advancing the Chevrier Gold Deposit located 35 km southwest of Chibougamau, Quebec. The Project is located along the Fancamp Deformation Zone, 15 km northeast of the high-grade Monster Lake gold discovery.

Genesis also owns 100% the 203 km2 October Gold project located in the southern Swayze greenstone belt in Benton Township, Ontario. This project is located 35 km northwest of IAMGold’s Cote Lake deposit and 50km southeast of Goldcorp’s Borden gold deposit.

ON BEHALF OF THE BOARD

“Brian Groves”                                                                       “Jeff Sundar”

Brian Groves                                                                           Jeff Sundar
CEO and Director                                                                   President and Director

Suite 1500, 409 Granville Street, Vancouver, BC V6C 1T2
Telephone: 604-646-8356 Fax: 604-484-7155
Email: js@genesismetalscorp.com
Website: www.genesismetalscorp.com

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 Financing, 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 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 will be unable to obtain required 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.

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