MONTRÉAL, QUÉBEC, CANADA — (September 6, 2023) – Genius Metals Inc. (TSXV: GENI) (“Genius Metals” or the “Corporation”) is pleased to announce that it has completed today the closing of the non-brokered private placement previously announces, for total gross proceeds of $556,500 (the “Private Placement”).

Under the Private Placement, the Corporation issued 11,130,000 units (“Units”), at a price of $0.05 per Unit, each consisting of one common share (a “Common Share”) and one share purchase warrant (a “Warrant”) in the capital of the Corporation. Each Warrant will entitle the holder thereof to purchase one Common Share at an exercise price of $0.10 until September 6, 2025.

In connection with the Private Placement, the Corporation paid finder’s fees in the amount of $5,600 to certain arm’s length third parties who assisted the Corporation by introducing subscribers to the Private Placement.

One officer of the Corporation has participated in the Private Placement and were issued 180,000 Units. Such participation in the Private Placement is a “related party transaction” as defined in Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (“Regulation 61-101”). Such participation is exempt from the formal valuation and minority shareholder approval requirements of Regulation 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceed 25% of the Corporation’s market capitalization.

The net proceeds of the Private Placement will be used by the Corporation to incur exploration expenses on its mining properties and for general working capital purposes.

All securities issued in connection with the Private Placement will be subject to a four-month-and-one-day statutory hold period in accordance with applicable securities laws.

The Private Placement was carried out pursuant to prospectus exemptions of applicable securities laws and is subject to final acceptance by the TSX Venture Exchange (“TSXV”).

About Genius Metals

Genius Metals is a Canadian mineral exploration company focused on the acquisition, exploration and, if warranted, development of natural resource properties of merit in Canada.

Contact Information

Genius Metals Inc.

Tel.: 579-476-7000

Pierre-Olivier Goulet
Vice-President Corporate Development

Guy Goulet
President and CEO

Forward-Looking Statements and Disclaimer

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified using forward-looking terminology such as, “will be”, “expected” or variations of such words and phrases or statements that certain actions, events or results “will” occur. Forward-looking statements, including statements relating to the anticipated use of the proceeds from the Private Placement and the final approval of the TSXV, are based on the Corporation’s estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.