Montreal, Quebec--(Newsfile Corp. - November 25, 2014) - Genius Properties Ltd. (CSE: GNI) (“Genius” or the “Corporation”) is pleased to announce that it has closed the previously announced non-brokered private placement (the "Private Placement") of 2,333,333 common shares of Genius (the "Shares”) at a price of $0.15 per Share for total gross proceeds of $350,000.
Mr. Stéphane Leblanc, the President and CEO of the Corporation and two other insiders of the Corporation, participated in the private placement by purchasing an aggregate of 683,333 Shares, which constitutes a related party transaction pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction with each of the parties did not exceed 25% of the Corporation’s market capitalization. The foregoing subscriptions were unanimously approved by all of the directors of the Corporation. No new insiders of the Corporation were created, nor has there been any change of control as a result of the private placement.
The proceeds from the Private Placement are expected to be used for general working capital purposes.
The Shares issued in connection with the closing of the Private Placement will be subject to a four-month hold period from the date of issuance, pursuant to applicable securities regulation. As a result of the closing of the Private Placement, Genius has 31,231,610 Shares outstanding