Vancouver - Genesis Metals Corp. (TSXV: GIS) ('Genesis' or the 'Company') today announces that both independent advisory firms, Institutional Shareholder Services ('ISS') and Glass Lewis & Co. LLC have recommended that Genesis shareholders and option holders vote FOR the resolution to approve the proposed plan of arrangement with Northern Superior Resources Inc., pursuant to which Northern Superior has agreed to acquire all of the issued and outstanding common shares of Genesis on the basis of 0.2304 of a Northern Superior common share per Genesis Share under the terms of the Arrangement.
The Consideration is equal to approximately C$0.161 per Genesis Share, representing a premium of approximately 46.6% based on the closing price of the Genesis Shares on the TSXV on April 26, 2022 and approximately 43.0% based on the 20-day volume weighted average share price of the Northern Superior Shares and the Genesis Shares ending on April 26, 2022.
Genesis's Board of Directors UNANIMOUSLY recommend that securityholders VOTE FOR the Arrangement Resolution.
Genesis's special meeting of security holders, called for shareholders and optionholders to vote on the Arrangement Resolution will be held at 9:00 a.m. (Vancouver time) on Thursday, July 7, 2022, at Genesis's offices located at Suite 1020 - 800 West Pender Street, Vancouver, British Columbia V6C 2V6 (the 'Meeting').
Favorable ISS and Glass Lewis Recommendations
ISS and Glass Lewis are leading independent, third-party proxy advisory firms who, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds, and other institutional shareholders.
In reaching its conclusion, ISS noted: 'The board and special committee appear to have conducted an adequate sale transaction process, including a market canvas. Although the transaction provides for a moderately elevated termination fee, the board and special committee were successful in attaining a superior offer from the acquiror and increased share exchange ration consideration. The company's financial condition and going concern issues it faces indicate there are material risks associated with its standalone business plan in the case on non-approval of the transaction. In light of the foregoing factors...shareholder approval of this resolution is warranted.'
In reaching its conclusion, Glass Lewis noted: 'All told, we believe the rationale in favor of the transaction is apparent, as the combined company is expected to have a more diversified asset base and increased liquidity to fund exploration as compared to the standalone company. We believe [Evans & Evans, Inc.'s] analysis suggests that the Company is being reasonably valued on an EV per hectare basis relative to comparable mining companies, and that the premium implied by the transaction is substantive compared to precedent transactions. Finally, we note that the merger consideration has generally represented a positive arbitrage spread since the announcement of the transaction and, as of the most recent trading day of June 23, 2022, continues to be valued above the Company's closing share price.'
David Terry, President, CEO and Director of Genesis, noted as follows: 'We are pleased that ISS and Glass Lewis both support our Board's unanimous recommendation to approve the transaction. We strongly encourage our Securityholders to vote in favor of the proposal on or before July 5, 2022.'
About Genesis Metals Corp.
Genesis is a member of the Discovery Group of Companies, an alliance of public companies focused on the advancement of mineral exploration and mining projects with a proven track record of generating shareholder value through responsible, sustainable, and innovative development. Discovery Group companies have generated over $500 million in direct and indirect expenditures resulting in over three billion dollars in M&A activity, with notable recent successes being the sale of Northern Empire Resources Corp. to Coeur Mining Inc., the sale of Kaminak Gold Corp. to Goldcorp Inc. and the recent sale of Great Bear Resources Ltd. to Kinross Gold Corporation.
About Northern Superior Resources Inc.
Northern Superior Resources Inc. is a well-financed exploration company engaged in the identification, evaluation, acquisition and exploration, primarily of gold properties, in Ontario and Quebec. Northern Superior has three 100% owned mineral properties (Lac Surprise, TPK and Croteau Est). Northern Superior is a reporting issuer in British Columbia, Alberta, Ontario and Quebec, and trades on the TSX Venture Exchange under the symbol 'SUP', and the OTCQB Venture Market under the symbol 'NSUPF'.
Contact:
Tel: 604-646-8356
Email: js@genesismetalscorp.com
Web: www.genesismetalscorp.com
Forward-Looking Statements
This news release includes certain 'forward looking information' and 'forward looking statements' (collectively 'forward looking statements') within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company. All statements in this news release that address events or developments that the Company expects to occur in the future are forward looking statements. Forward looking statements are statements that are not historical facts and are often identified by words such as 'expect', 'plan', 'anticipate', 'project', 'target', 'potential', 'schedule', 'forecast', 'budget', 'estimate', 'intend' or 'believe' and similar expressions or their negative connotations, or that events or conditions 'will', 'would', 'may', 'could', 'should' or 'might' occur, and include information regarding expectations regarding the potential benefits of the Arrangement and the ability of the combined company to successfully achieve business objectives and expectations for other economic, business, and/or competitive factors. Forward looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control. These forward looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company's financial statements and related MD&A for the financial year ended March 31, 2021, its interim financial statements and related MD&A for the nine months ended December 31 2021 and the management information circular dated June 6, 2022 in respect of the Meeting, all filed with the securities regulatory authorities in certain provinces of Canada and available under the Company's profile at www.sedar.com. The risk factors are not exhaustive of the factors that may affect the Company's forward looking statements. The Company's forward looking statements are based on the applicable assumptions and factors management considers reasonable as of the date hereof, based on the information available to management of the Company at such time. The Company does not assume any obligation to update forward looking statements if circumstances or management's beliefs, expectations or opinions should change other than as required by applicable securities laws. There can be no assurance that forward looking statements will prove to be accurate, and actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward looking statements. Accordingly, undue reliance should not be placed on forward looking statements.
GENESIS METALS CORP. 