TORONTO, Nov. 30, 2020 /CNW/ - Smoothwater Capital
Corporation ("Smoothwater"), the largest shareholder of Genesis
Land Development Corp. (TSX: GDC) ("Genesis"), announces that
during the period of September 8,
2020 to November 17, 2020 it
acquired an aggregate of 426,200 common shares of Genesis (the
"Common Shares") on the open market through the facilities of the
Toronto Stock Exchange (the "TSX") and NEO Exchange (the "Market
Purchases"). These purchases represent approximately 1.02% of
the 41,929,335 issued and outstanding Common Shares (the
"Outstanding Shares") as at November 5,
2020, as reported by Genesis in its management's discussion
and analysis for the three and nine months ended September 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 announces that it 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 (the "Private Purchase"),
representing approximately 3.04% 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 ("NI
62-104").
Together, the Market Purchases and the Private Purchase make up
a total of 1,700,000 Common Shares, representing approximately
4.05% 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% 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% 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 take-over bid requirements contained
in section 4.1 of NI 62-104. In the preceding 12-month period from
November 17, 2020, Smoothwater had
acquired 2,092,400 Common Shares, representing approximately 4.99%
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% 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 above 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 the SEDAR website at
www.sedar.com and can also be obtained by contacting Stephen J. Griggs, Chief Executive Officer of
Smoothwater, at 416.644.6582.
SOURCE Smoothwater Capital Corporation