Genius Properties Ltd. Announces Acquisition in Peru and Corporate Reorganization

About this update from Cerro De Pasco Resources, Inc.

[{"type":"text","content":"SAINT-SAUVEUR, QUEBEC--(Marketwired - June 13, 2017) - Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN)(CNSX:GNI) (\"Genius\") announced today it has entered into a binding letter of intent dated June 12, 2017 (the \"Letter of Intent\"), with Cerro de Pasco Resources S.A. (\"Cerro\"), a corporation incorporated under the laws of Peru, pursuant to which Genius intends to acquire all the issued and outstanding shares of Cerro (the \"Proposed Transaction\"). Cerro's main asset is an option to acquire 100% interest in the El Metalurgista Concession (where the so-called Quiulacocha Tailings and Excelsior Stockpile are located), located in Peru (the \"Property\"). Upon exercise of such option, Cerro will become the Property's sole legal and beneficial owner. Summary of the Proposed Transaction The Proposed Transaction is an arm's length transaction and is subject to a number of conditions precedents, including a due diligence on Cerro and the Property and the receipt of all requisite regulatory and corporate and shareholder approvals. Pursuant to the Proposed Transaction, Genius shall acquire all of the issued and outstanding common shares of Cerro de Pasco, for the following considerations: upon execution of the Letter of Intent, Genius will pay an amount of US$100,000 to Cerro; on or prior to July 31, 2017, Genius will pay an amount of US$200,000 to Cerro; if the Cerro shareholders do not approve the Proposed Transaction before August 31, 2017, such amount of US$200,000 will be converted into a loan, to be reimbursed by Cerro on or prior to August 31, 2018 and which shall bear interest at the rate of 5% per annum; on or prior to September 30, 2017, Genius will make available an amount of US$1,000,000, and on or prior to December 31, 2017, Genius will make available an additional amount of US$1,200,000, such aggregate amount of US $2,200,000 to be expended on the Property, for a metallurgical test, preparation of a National Instrument 43-101 technical report, development of the Property and to cover capital requirements related to community relations, permitting and general and administrative expenses; Cerro and Genius will determine together how such amount will be spent; and after Genius will have made available such aggregate amount of US$2,500,000, Genius will issue to the Cerro shareholders a sufficient number of common shares ...

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