Genius Enters Into a Letter of Intent to Purchase a 70% Interest in an Electronic Cigarette Distributor
June 23 2014 - 1:14PM
Marketwired
Genius Enters Into a Letter of Intent to Purchase a 70% Interest in
an Electronic Cigarette Distributor
MONTREAL, QUEBEC--(Marketwired - Jun 23, 2014) - Genius
Properties Ltd. (the "Corporation" or "Genius") (CSE:GNI) is
pleased to announce that it has entered into a letter of intent
(the "LOI") to acquire, through a subsidiary, a 70% interest in the
assets of Zen Cigarette Inc., ("ZenCig"), a company specializing in
the distribution and processing of electronic cigarettes.
Basic terms of the LOI provide for the acquisition of the assets
of ZenCig by a newly created corporation ("Newco") in which Genius
will have a 70% interest and the current owners of ZenCig will hold
30%. Newco will purchase the ZenCig assets for an aggregate
consideration of 670,000 common shares of Genius at a deemed price
of $0.25 per share and 300,000 warrants to purchase common shares
of Genius. The assets of ZenCig include, namely, inventory,
goodwill, intellectual property, web domain name www.zencig.com,
permits and other distribution rights. While Genius will control
the corporate affairs of Newco, it is anticipated that the current
ZenCig management team will manage day-to-day operations.
Stéphane Leblanc, President of Genius, commented: "This is an
extremely exciting project for Genius. This transaction brings
immediate revenues to the Corporation and will drive Genius to a
much higher level".
The acquisition is subject to the parties entering into
definitive agreements which will include, namely, standard not
compete undertakings by the principals of ZenCig. Closing is also
subject to satisfactory due diligence by the Corporation as well as
board and CSE approval. The transaction is expected to be completed
in a timely manner but no later than July 4, 2014.
About Electronic Cigarettes Market
Wells Fargo estimates that figure will top $10 billion by 2017
and Bloomberg Industries projects that sales will exceed those of
traditional cigarettes by 2047. The e-cigarette industry is a new
and rapidly expanding sector with significant potential for
investors. It is widely believed that e-cigarettes represent a
healthy alternative to smoking and the development of this market
could have a favorable impact by helping regular tobacco users to
quit smoking. Recently, many of the largest tobacco companies have
announced that they were entering into the e-cigarette market.
About Genius Properties
Genius is primarily targeting Quebec's excellent mineral
potential to discover new world-class deposits. Genius is the ideal
partner for exploration companies and capital pool companies
looking for qualified transaction projects of merit. Genius intends
to enter into various types of agreements on its properties.
Management is currently evaluating, through specialized
wholly-owned subsidiaries of the Corporation, other opportunities
in other markets and industries having a strong growth potential to
enhance shareholder value in the short term.
This news release contains forward-looking information within
the meaning of applicable Canadian securities laws. All information
other than historical fact is forward-looking information.
Forward-looking information relates to future events or future
performance and is based on Genius, current internal expectations,
estimates, projections, assumptions and beliefs. Forward-looking
information is often, but not always, identified by the use of
words such as "expect", "project", "proposed", "intend", "seek",
"anticipate", "budget", "plan", "continue", "estimate", "forecast",
"may", "will", "predict", "potential", "targeting", "could",
"might", "should", "believe" and similar expressions. Although
management considers the assumptions and estimates, reflected in
forward-looking information, to be reasonable, based on information
currently available, there can be no assurance that such
information will prove to be correct. As a consequence, actual
results may differ materially from those anticipated.
Undue reliance should not be placed on forward-looking
information which is inherently uncertain, and subject to known and
unknown risks and uncertainties (both general and specific) and
other factors that contribute to the possibility that the future
events or circumstances contemplated by the forward looking
information will not occur or that may cause the actual results,
level of activity, performance or achievements of the Company to be
materially different from those expressed or implied by such
forward-looking information. These risks include, but are not
limited to risks associated with general economic conditions, the
actual results of current exploration activities, conclusions of
economic evaluations, changes in project parameters as plans
continue to be refined, future metal prices, financial risks and
substantial capital requirements. Further information regarding
certain of these risks (as well as risks relating generally to the
Company's business) may be found under the headings "Risks and
Uncertainties", "Forward-Looking Information" and "Financial risk
factors" in the latest Company's Management's Discussion &
Analysis on www.sedar.com. Readers are cautioned that the foregoing
list of factors that may affect future results is not exhaustive.
The forward-looking statements contained in this news release are
made as of the date hereof and Genius does not undertake any
obligation to update publicly or to revise any of the included
forward-looking statements, except as required by applicable law.
The forward-looking statements contained herein are expressly
qualified by this cautionary statement.
The CSE has neither approved nor disapproved the contents of
this press release. The CSE does not accept responsibility for the
adequacy or accuracy of this release.
Stephane LeblancPresident and CEO(418)
717-2553slconcept@hotmail.com