2018 News

2018 News

Genesis Closes $1.215 million in Oversubscribed Private Placement


December 11, 2018

THIS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – Genesis Metals Corp. ("Genesis" or the "Company") (TSX-V: GIS) is pleased to announce the closing of its non-brokered private placement of units (the "Units") and flow-through common shares (the "FT Shares") of the Company (the "Private Placement") previously announced on November 21, 2018. Due to increased demand, the Private Placement was increased to 6,878,571 Units at a price of $0.07 per Unit and 8,150,000 FT Shares at a price of $0.09 per FT Share, for aggregate gross proceeds of $1,215,000.

Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant, each whole such warrant entitling the holder to purchase one common share of the Company at a price of $0.10 per share until December 11, 2020.

In consideration for arranging the Private Placement, the Company paid cash finders' fees in the aggregate amount of $29,064 and issued a total of 359,200 finder's warrants, each finder's warrant is exercisable to acquire one common share of the Company at a price of $0.10 per share until December 11, 2020.

Certain insiders of the Company participated in the Private Placement by purchasing 770,000 Units for gross proceeds of $53,900. Accordingly, the Private Placement constituted to that extent a "related party transaction" under applicable Canadian securities laws. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

All securities issued in connection the Private Placement (including FT Shares, shares, warrants, finder's warrants and any shares issued upon the exercise of warrants and finder's warrants) are subject to a hold period and may not be traded until April 12, 2018 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange.

The Company intends to use the gross proceeds from the sale of FT Shares to incur exploration expenses on the Company's 100% owned Chevrier Gold deposit and the net proceeds from the sale of Units for general working capital purposes.

Grant of Options

The Company further announces that it has granted to directors, officers, and consultants of the Company stock options exercisable to acquire up to a total of 1,680,000 common shares under the Company's Stock Option Plan (the "Options"). The Options are exercisable for a period of five years at a price of $0.10 per share.

About Genesis Metals

The Company is focused on advancing the Chevrier Gold Project 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 deposit and 15 km northwest of the past producing high-grade Joe Mann gold mine.

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 and Sumitomo Mining’s Cote Lake deposit and 50km southeast of Goldcorp’s Borden gold deposit.

ON BEHALF OF THE BOARD OF DIRECTORS

“Brian Groves”

Brian Groves
CEO and Director

“Jeff Sundar”

Jeff Sundar
President and Director

Suite 1020, 800 West Pender Street, Vancouver, BC V6C 2V6
Telephone: 604-646-8356 Fax: 604-484-7155
Email: [email protected]
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 Private Placement, 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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