Announcement • Jul 16
Genesis Metals Corp. Common Stock to Be Deleted from OTC Equity Genesis Metals Corp. Common Stock will be deleted from OTC Equity effective from July 18, 2022, due to Acquisition /Merger /Amalgamation. Announcement • Jul 14
Northern Superior Resources Inc. (TSXV:SUP) completed the acquisition of Genesis Metals Corp. (TSXV:GIS). Northern Superior Resources Inc. (TSXV:SUP) entered into a definitive arrangement agreement to acquire Genesis Metals Corp. (TSXV:GIS) for CAD 10.1 million on April 27, 2022. Under the terms of the Definitive Agreement, each holder of Genesis Shares will receive 0.2304 of a common share of Northern Superior for each Genesis Share held. Following the completion of the Transaction, current Genesis Shareholders will hold approximately 14.5 million shares of Northern Superior, or approximately 17% of the pro forma Northern Superior basic shares outstanding.
Completion of the Transaction will, among other things, require the approval of at least two-thirds 66 2/3% of the votes cast by the Genesis Shareholders in upcoming special meeting scheduled to take place in early June 2022. The transaction is also subject to the satisfaction (or waiver) of a number of conditions precedent, including, but not limited to receipt of all regulatory approvals, including the approval of the Supreme Court of British Columbia, Dissent Rights limited, net working capital shall be not less than negative CAD 600,000 and the acceptance of the TSXV the listing and posting for trading of the Northern Superior Shares to be issued in connection with the Arrangement on the TSXV and the final acceptance of the TSXV to the delisting application of Genesis. No shareholder vote is required by Northern Superior shareholders. The Special Committee, following a review of the terms and conditions of the agreement with Northern Superior and consideration of a number of factors, unanimously recommended that the Genesis Board approve the transaction. The Genesis Board has unanimously determined that the transaction is in the best interests of Genesis and will recommend that Genesis shareholders vote in favour of the transaction. Directors and officers of Genesis holding an aggregate number of Genesis Shares which represent approximately 5.6% of the currently outstanding Genesis Shares, have entered into customary support agreements with Northern Superior to vote their shares in favor of the Transaction. As of June 6, 2022, TSXV has conditionally accepted the Arrangement and the delisting of the Genesis Shares, subject to filing certain documents with the TSXV. As of June 29, 2022, Institutional Shareholder Services and Glass, Lewis & Co. have recommended that Genesis shareholders vote for the transaction. The shareholders meeting of Genesis is scheduled on July 7, 2022. The shareholders of Genesis have approved the transaction at a special meeting of its securityholders. As of July 11, 2022, the transaction has been granted approval by the final court order from the British Columbia Supreme Court. The transaction is expected to close in July 2022. The transaction is expected to complete on or about July 13, 2022. For Northern Superior Resources transaction is 105% accretive to gold resources and 74% accretive to landholdings in the Chapais-Chibougamau Camp.
John Koenigsknecht of Neal, Gerber & Eisenberg LLP and Jennifer Traub, Alex Iliopoulos and Corinne Grigoriu of Cassels Brock & Blackwell LLP acted as legal advisors to Northern Superior Resources Inc. Red Cloud Securities, Inc. acted as financial advisor and Lucy Schilling of Cozen O'Connor LLP acted as legal advisor to Genesis Metals Corp. Evans & Evans, Inc. acted as financial advisor and fairness opinion provider to the board of Genesis Metals Corp. Carson Proxy Advisors Ltd. acted as proxy solicitor to both Genesis Metals and Northern Superior Resources. Computershare Investor Services Inc. acted as transfer agent/registrar and depositary bank to Genesis. Genesis Metals will pay a fee of CAD 30,000 to Carson Proxy Advisors.
Northern Superior Resources Inc. (TSXV:SUP) completed the acquisition of Genesis Metals Corp. (TSXV:GIS) on July 13, 2022. Northern Superior has received acceptance of the TSX Venture Exchange to list the Northern Superior Shares issued pursuant to the transaction on the TSXV. The Genesis shares are expected to be delisted from the TSXV at the close of trading on or about July 15, 2022. Announcement • Apr 28
Northern Superior Resources Inc. (TSXV:SUP) entered into a definitive arrangement agreement to acquire Genesis Metals Corp. (TSXV:GIS) for CAD 10.2 million. Northern Superior Resources Inc. (TSXV:SUP) entered into a definitive arrangement agreement to acquire Genesis Metals Corp. (TSXV:GIS) for CAD 10.2 million on April 27, 2022. Under the terms of the Definitive Agreement, each holder of Genesis Shares will receive 0.2304 of a common share of Northern Superior for each Genesis Share held. Following the completion of the Transaction, current Genesis Shareholders will hold approximately 14,500,053 shares of Northern Superior, or approximately 17.0% of the pro forma Northern Superior basic shares outstanding. Completion of the Transaction will, among other things, require the approval of at least two-thirds 662/3% of the votes cast by the Genesis Shareholders in upcoming special meeting scheduled to take place in early June 2022. Transaction is also subject to the satisfaction (or waiver) of a number of conditions precedent, including, but not limited to receipt of all regulatory approvals, including the approval of the Supreme Court of British Columbia and the acceptance of the TSXV. No shareholder vote is required by Northern Superior shareholders. The board of directors of Genesis has formed a special committee to oversee the process and have evaluated the Transaction with Northern Superior in the context of that process. The Special Committee, following a review of the terms and conditions of the agreement with Northern Superior and consideration of a number of factors, unanimously recommended that the Genesis Board approve the Transaction. After receiving the recommendation of the Special Committee and advice from its advisors, including a fairness opinion from Evans & Evans, Inc., the Genesis Board has unanimously determined that the Transaction is in the best interests of Genesis and will recommend that Genesis shareholders vote in favour of the Transaction. Directors and officers of Genesis holding an aggregate number of Genesis Shares which represent approximately 5.6% of the currently outstanding Genesis Shares, have entered into customary support agreements with Northern Superior to vote their shares in favour of the Transaction. The Transaction is expected to close in July 2022. For Northern Superior Resources. transaction is 105% accretive to gold resources and 74% accretive to landholdings in the Chapais-Chibougamau Camp.
Cassels Brock & Blackwell LLP acted as legal advisor to Northern Superior Resources Inc. Red Cloud Securities, Inc. acted as financial advisor and Cozen O'Connor LLP acted as legal advisor to Genesis Metals Corp. Evans & Evans, Inc. acted as fairness opinion provider to the board of Genesis Metals Corp. Announcement • Feb 04
Genesis Metals Corp. Announces New Resource Estimate for Chevrier Gold Project, Quebec Genesis Metals Corp. reported a new mineral resource estimate for the Main Zone and updates for the East and South Zones, classified as mineral inventories, at its Chevrier gold project near Chibougamau, Quebec. For the South Zone deposit, located immediately southwest and along strike from the Main Zone, a mineral inventory was updated based on remodelling of the mineralization and grade estimations into a block model. Tabulations within pitshells using gold prices of USD 1700 and USD 1870/oz provided tonnage and grade ranges for the South Zone deposit between 13 to 31 Mt at 0.70 to 0.60 g/t gold, respectively using a 0.30 g/t gold cut-off. This stated potential quantity and grade is conceptual in nature as there is currently insufficient exploration at this zone to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource. The deposit modelling was based on 18 historic drillholes over a strike length of 1100 metres. Genesis will have to complete infill drilling to increase the confidence in continuity and gold grades derived from the historical drillholes in this deposit. A previously reported mineral resource estimation for the East Zone in 2019 has been reviewed and downgraded to a mineral inventory due to too few drillholes and uncertainty related to the continuity of the mineralization. LGGC assessed the 44,000 Oz of underground and In-pit Inferred Mineral Resources was too small to meet the requirement of Reasonable Prospects of Eventual Economic Extraction. The open pit mineral inventory is between 0.3 and 0.4 Mt at 1.23 to 1.26 g/t gold and underground mineral inventory between 0.20 and 0.70 Mt at 1.20 to 1.25 g/t gold. These values are based on the interpreted solids and blocks from the 2019 model but filtered using different zone combinations. This stated potential quantity and grade is conceptual in nature as there is currently insufficient exploration at this zone to define a mineral resource and it is uncertain if further exploration will result in the target being delineated as a mineral resource. The East Zone modelling was based on 32 drillholes over a strike length of 750 metres. For the Main Zone, the drill hole database is comprised of 220 holes with 63,640 metres of drilling. The mineral resource estimate is based on 1.0 metre composites (N=5,362) from 174 drill holes intersecting the mineralized zones over a strike length of 1400 metres. Extreme assay grades were capped and a restricted outlier strategy was applied to composites to allow elevated gold grades to influence local blocks. Correlograms were modeled to assess the gold grade continuity of each zone. Gold grades were estimated into 10x10x5 m blocks using ordinary kriging (OK) method, with additional runs using inverse distance squared (ID 2) and nearest neighbour (NN) methods for validation purposes. The estimates were validated and classified based on the gold grade continuity and drillhole density. Estimation methodology and classification were completed compliant to the standards of the Canadian Institute of Mining, Metallurgy and Petroleum (CIM). The resource estimate and mineral inventories were constrained within optimized Lerchs-Grossmann constrained pits and the underground resources at the Main Zone were limited within resource solids with contiguous blocks above cut-off. Announcement • Nov 27
Genesis Metals Corp. Commences Exploration Program at October Gold Project in Ontario Genesis Metals Corp. reported it has launched a multifaceted exploration program at its 100% owned 26,430 hectare (264.3 square kilometre) road-accessible October Gold project in the Swayze greenstone belt, western Abitibi, Ontario. In order to advance exploration of the large, prospective, and strategically located October Gold project, and to evaluate the best tools to define gold targets for drill testing, the Company is deploying an array of exploration techniques this fall, including: Initial geological mapping, prospecting, rock sampling and channel sampling program currently under way. Property wide LiDAR survey has been completed and is being processed. LiDAR provides accurate 3D topographical representation of the surface below any vegetation; it compliments geological mapping and can resolve bedrock structures that potentially control gold mineralization. Property wide 15 cm scale aerial photography to produce an up to date and high resolution ortho-image which will be useful for evaluating access and identifying areas with outcrops. Surficial (Quaternary) geological mapping program underway to estimate overburden depths and resolve appropriate surveys to evaluate key covered areas. Orientation biogeochemical and geochemical survey across the interpreted strike of the Ridout deformation zone (RDZ) to evaluate effectiveness of these techniques. Planning underway for property wide high resolution aeromagnetic survey. The October Gold project is located in the southern Swayze greenstone belt in eastern Ontario. This belt segment represents the southwestern extension of the Abitibi greenstone belt, considered to be one of the most well-endowed mineral belts in the world for precious and base metal deposits. Despite being historically underexplored, the property has prospective geology, gold-fertile structural setting, and is located in a belt with excellent regional gold endowment. The property covers approximately 15 kilometre extent of the Ridout deformation zone (RDZ), a major structural break believed to represent the western extension of the renowned Kirkland Lake break. The RDZ is associated with the Cote Gold and Jerome gold deposits, 35 and 8 kilometres to the southeast of October Gold, respectively. These two significant gold exploration and development projects are owned by IAMGOLD Corporation and Sumitomo Metal Mining Co. Ltd. Genesis Metals will be carrying out a multifaceted exploration program over the remainder of 2021 and into 2022 to refine and identify prospective gold targets on the large strategically located October Gold property. Announcement • Sep 02
Genesis Metals Reports Chevrier Drill Results Genesis Metals Corp. announced on April 21, 2021, at its Chevrier Gold Project in the Chibougamau Mining Camp of the Abitibi Greenstone Belt, Quebec. A total of 4880 metres in 23 holes were drilled. A total of 1468 metres in 5 holes (including one hole that was abandoned 14 metres down hole and re-drilled) were drilled at the Main Zone deposit stepping out from GM-20-80 which intersected 13.46 g/t gold over 8.90 metres starting at 114.80 metres down hole and including 25.44 g/t gold over 3.00 metres. Highlights include. 11.97 g/t gold over 6.00 metres in hole GM-21-112 starting at 130.00 metres down hole, within a wider zone assaying 3.49 g/t gold over 24.00 metres starting at 122.50 metres down hole. 4.49 g/t gold over 3.50 metres in hole GM-21-110 starting at 238.50 metres down hole, within a wider zone assaying 1.18 g/t gold over 22.65 metres starting at 238.50 metres down hole. 7.42 g/t gold over 1.25 metres in hole GM-21-109A starting at 198.00 metres down hole, within a wider zone assaying 2.63 g/t gold over 9.60 metres starting at 196.50 metres down hole. In addition, 3412 metres in 18 holes (including 1 hole that was restarted after encountering a fault at 76 metres down hole) were drilled to test a series of exploration targets in an overburden covered area east of the Chevrier East Deposit as described. Although intervals of highly strained mafic to intermediate volcanic rocks, metasediments and mafic intrusives were observed, locally exhibiting alteration quartz-carbonate veining, only anomalous gold mineralization was identified. Fox Chevrier Main Zone: The Fox-area drillholes were dominated by leucoxene bearing gabbro with lesser mafic volcanic and tuffaceous intervals in the upper and lower portions of the holes. All four holes cut multiple intervals of gold mineralization associated with high strain and characterized by chlorite-fuchsite-sericite alteration and centimeter to decimeter scale quartz-carbonate +/- tourmaline veining and variable pyrite mineralization ranging from 5-10%. Drill holes GM-21-109, 109A and 110 were drilled from the same pad located 74 metres south
southeast of GM-20-80 which intersected 13.46 g/t gold over 8.90 metres starting at 114.80 metres down hole and including 25.44 g/t gold over 3.00 metres. GM-21-109 was abandoned at 14 metres depth and re-started. Hole GM-21-109A intersected six discrete mineralized intervals including 9.6 metres averaging 2.63 g/t gold starting at 196.50 metres down hole and including 1.25 metres averaging 7.42 g/t gold. Hole GM-21-110 cut 7 discrete mineralized zones including 22.65 metres averaging 1.18 g/t gold starting at 238.50 metres down hole and including 3.50 metres averaging 4.49 g/t gold. Holes GM-21-111 and 112 were drilled from the same platform 41 metres to southeast of GM21-80 in an area of the Main Zone on the same section that remained open subsequent to the 2020 Phase II drilling. Hole GM-21-111 intersected 5 mineralized intervals, including 4.10 metres averaging 4.28 g/t gold starting at 121.90 metres down hole and including 1.65 metres averaging 9.94 g/t gold. Hole GM21-112 intersected 8 mineralized intervals. The top of the mineralized interval averaging 3.49 g/t gold over 24.00 metres starting at 122.50 metres down hole in GM21-112 was separated approximately 19 metres from the top of the assay interval noted above for GM20-80 that started at 114.8 0 metres down hole. Based on the results from GM-21-110 and GM-21-112 there is potential in this area to extend mineralization to depth with additional drill holes. East Target Area: The area east of the Chevrier East deposit was originally prioritized due to the results of the property wide glacial till sampling program carried out in 2019 and follow-up sampling in 2020. Individual holes were sited based on a combination of exploration tools including magnetic low features, induced polarization (IP) chargeability highs, ionic leach soil geochemical anomalies and structural interpretations. These holes were deployed within an approximately 2-kilometre square area. Overburden depth ranged from 2.9 to 25.0 metres, averaging 9.9 metres down hole and was overall significantly thicker than expected and may have impacted the gold in till results interpretation from the previous surveys, particularly in the central and western parts of the target area. Reassessment of this data will be carried out prior to additional exploration for the source of the significant gold-in-till anomalies in this area. 
