Mr. Stephen Griggs of Smoothwater reports
SMOOTHWATER ACQUIRES ADDITIONAL SHARES OF GENESIS
During the period of Sept. 8, 2020, to Nov. 17, 2020, Smoothwater Capital Corp., the largest shareholder of Genesis Land Development Corp., acquired an aggregate of 426,200 common shares of Genesis on the open market through the facilities of the Toronto Stock Exchange and NEO Exchange. These purchases represent approximately 1.02 per cent of the 41,929,335 issued and outstanding common shares as at Nov. 5, 2020, as reported by Genesis in its management discussion and analysis for the three and nine months ended Sept. 30, 2020. The market purchases were made by Smoothwater at an average price of $1.48 per common share for aggregate consideration of approximately $630,776.
In addition, Smoothwater has acquired 1,273,800 common shares at a price of $2.11 per common share in a private purchase from a vendor resident in Ontario for total consideration of approximately $2,687,624.81, representing approximately 3.04 per cent of the outstanding shares. Smoothwater made the private purchase in accordance with the private agreement exemption contained in Section 4.2 of National Instrument 62-104, Take-Over Bids and Issuer Bids.
Together, the market purchases and the private purchase make up a total of 1.7 million common shares, representing approximately 4.05 per cent of the outstanding shares.
Prior to the market purchases and the private purchase, Smoothwater had ownership and control over 18,062,720 common shares, representing approximately 43.08 per cent of the outstanding shares. After giving effect to the market purchases and the private purchase, Smoothwater has ownership and control over an aggregate of 19,762,720 common shares, representing approximately 47.13 per cent of the outstanding shares.
The 426,200 common shares Smoothwater acquired pursuant to the market purchases were acquired in reliance upon the normal course purchase exemption from the takeover bid requirements contained in Section 4.1 of NI 62-104. In the preceding 12-month period from Nov. 17, 2020, Smoothwater had acquired 2,092,400 common shares, representing approximately 4.99 per cent of the outstanding shares.
There is a published market for the common shares, and none of the common shares that are the subject of the market purchases were acquired for consideration with a value in excess of the market price of the common shares on the date of purchase plus reasonable brokerage fees or commissions actually paid.
In purchasing the common shares subject to the private purchase, Smoothwater was entitled to rely on the private agreement exemption because: (i) the purchase of the common shares was not made from more than five persons; (ii) the offer to purchase was not made generally to all holders of common shares; and (iii) the value of the consideration paid for the common shares pursuant to the private purchase (inclusive of brokerage fees and commissions) was not greater than 115 per cent of the market price of common shares on the TSX, as determined in accordance with Section 1.11 of NI 62-104.
Smoothwater holds the common shares noted herein for investment purposes. Smoothwater and/or its joint actors may, from time to time, on an individual or joint basis in the future, directly or indirectly acquire ownership of or control over additional securities of Genesis.
An early warning report in connection with this press release is being filed by Smoothwater in accordance with applicable Canadian securities laws and will be available on SEDAR and can also be obtained by contacting Stephen J. Griggs, chief executive officer of Smoothwater, at 416-644-6582.
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