Business
Genius Properties Ltd.: Closing of the Merger With Cerro de Pasco, the Spin-Off, the Private Placement and Related Transactions and Change of Name
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES MONTREAL, Oct. 09, 2018 (GLOBE NEWSWIRE) -- Genius Properties Ltd. (CSE
About this update from Cerro De Pasco Resources, Inc.
[{"type":"text","content":" NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES MONTREAL, Oct. 09, 2018 (GLOBE NEWSWIRE) -- Genius Properties Ltd. (CSE:GNI) (“Genius”) and Genius Metals Inc. (“SpinCo”) are pleased to announce the closing of a series of transactions involving: the spin-off of substantially all of the assets and liabilities of Genius to SpinCo and the distribution of the shares of SpinCo to shareholders of the Genius; the acquisition of Cerro de Pasco Resources S.A. (“Cerro de Pasco”) by Genius; the closing by SpinCo of the first tranche of the private placement for aggregate gross proceeds of more than $900,000; and the change of name of Genius to “Cerro de Pasco Resources Inc.” Acquisition of Cerro de Pasco As announced in a press release on August 28, 2018, Genius acquired Cerro de Pasco effective August 31, 2018 (the “Effective Date”) in consideration for which Genius issued an aggregate of 176,360,232 common shares (the “Genius Shares”) to the former securityholders of Cerro de Pasco pursuant to a merger agreement between Genius and Cerro de Pasco dated November 9, 2017, as amended (the “Merger”). As a result of the Merger, Genius acquired all of the rights, titles and interests of Cerro de Pasco in the El Metalurgista mining concession in Peru. The 176,360,232 Genius Shares issued to the former securityholders of Cerro de Pasco pursuant to the Merger are held in escrow by Computershare Investor Services Inc., as escrow agent, and will be automatically released from escrow based on the following schedule: Release Dates Percentage to be Released November 1, 2018 2% February 1, 2019 5% August 1, 2019 15% February 1, 2020 15% August 1, 2020 15% February 1, 2021 15% August 1, 2021 15% February 1, 2022 the remaining escrowed securities The Canadian Securities Exchange (the “CSE”) has conditionally approved the listing of the 176,360,232 Genius Shares issued pursuant to the merger, subject to fulfilling all of the requirements of the CSE. Spin Off Prior to the Merger, Genius transferred substantially all of its assets and liabilities, including all of its Canadian mining properties, to SpinCo in consideration for 9,797,790 common share of SpinCo (the “SpinCo Shares”) pursuant to an asset transfer agreement between Genius and SpinCo dated June 6, 2018, as amended (the “Spin-Off”). Genius distribu...