Genius to Adjourn its Annual and Special Meeting of Shareholders

MONTRÉAL, QUÉBEC – (Marketwired – July 5, 2018)

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Genius Properties Ltd. (CSE:GNI)(CSE:GNI.CN)(CNSX:GNI) (“Genius” or the “Corporation“) annual and special meeting of its shareholders (the “Meeting”) is scheduled to be held on Friday, July 6, 2018. At the beginning of the Meeting, after the appointment of the auditors, Genius will propose to its shareholders to adjourn the Meeting to July 26, 2018. The other matters on the agenda of the Meeting will be considered at the reconvened Meeting.

Prior to the reconvened Meeting, Genius will file on SEDAR updated 43-101 technical reports on its various properties, including the Cerro de Pasco property in Peru, as well as an amended and restated listing statement of Genius and a listing statement of Genius Metals Inc. (SpinCo). Genius will also send to its shareholders and file on SEDAR an amended management proxy circular, which will incorporate the previous documents by reference.

The amended documents will provide, among other things, additional financial statements of Cerro de Pasco Resources S.A. (Target) and Genius post-transaction (Resulting Issuer). The amendments to such documents are required to be in compliance with Canadian securities regulations.

At the reconvened Meeting, Genius will also ask its shareholders to approve a reduction of its stated capital for the distribution of SpinCo shares to Genius shareholders, in order to minimize tax implications for Genius shareholders. SpinCo shares will be distributed to Genius shareholders on the basis of one SpinCo share for six Genius shares held on the record date for such distribution, which record date will be immediately prior to the completion of the reverse takeover and the spin-off.

The Corporation expects to file the documents on SEDAR and to send the amended circular to its shareholders during the week of July 16, 2018.

About Genius Properties Ltd.

Genius is a Canadian mineral exploration company focused on developing projects with some of the world’s most critical metals and minerals.

The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release. Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.

Contact Information

Genius Properties Ltd.
Guy Goulet
President & CEO
ggoulet@geniusproperties.ca

Tel : 579 476-7000