/NOT FOR DISTRIBUTION OR DISSEMINATION IN THE
UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF UNITED
STATES SECURITIES LAWS./
CALGARY, AB, Nov. 10, 2021 /CNW/ - Genesis Land Development
Corp. (TSX: GDC) ("Genesis", the "Company" or "we") today announced
that it is offering rights (the "Rights Offering") to eligible
holders of its common shares (the "Common Shares") of record at the
close of business on November 18,
2021 (the "Record Date").
Pursuant to the Rights Offering, each holder of Common Shares
will receive one right (a "Right") for each Common Share held. Each
whole Right will entitle the holder to subscribe for 0.3583088 of a
Common Share. As a result, holders of Common Shares will need to
exercise 2.790889 Rights to acquire one Common Share. A holder of
Rights must pay $2.00 to purchase one
Common Share. No fractional Common Shares will be issued and, where
the exercise of Rights would otherwise entitle the holder of Rights
to fractional Common Shares, the holder's entitlement will be
reduced to the next lowest whole number of Common Shares and no
cash or other consideration will be paid in lieu thereof.
The Rights will trade on the Toronto Stock Exchange ("TSX")
under the symbol GDC.RT commencing on November 17, 2021. The ex-rights trading date for
the Common Shares on the TSX will be November 17, 2021, meaning that Common Shares
purchased on or following November 17,
2021, will not be entitled to receive Rights under the
Rights Offering. The Rights Offering expires at 5:00 p.m. (Toronto time) (the "Expiry Time") on
December 17, 2021. Rights are
exercisable until the Expiry Time, after which time unexercised
Rights will be void and of no value.
Genesis expects to raise gross proceeds of approximately
$30 million from the Rights Offering
and intends to use all of the proceeds, less offering expenses to
provide funds to further the development of existing projects, to
pursue acquisition opportunities that may arise and to pay amounts
due on previously announced acquisitions, minimizing the need for
additional debt facilities and maintaining Genesis' strong
financial position. The expected closing date of the Rights
Offering is December 22, 2021.
Directors and officers of Genesis and holders of 10% or more of
the Common Shares, including Smoothwater Capital Corporation and
MWM Enterprises Limited, collectively beneficially owning or
exercising control or direction over approximately 29.1 million
Common Shares, have indicated their intention to exercise some or
all of their Rights, subject to market conditions.
The Rights Offering includes an additional subscription
privilege under which eligible holders of Rights who fully exercise
their Rights will be entitled to subscribe for additional Common
Shares, if available, that are not otherwise subscribed for in the
Rights Offering.
There are currently 41,863,335 Common Shares outstanding. An
aggregate of 41,863,335 Rights are expected to be issued to
subscribe for 15,000,000 Common Shares pursuant to the Rights
Offering. The final number of Rights to be issued will depend on
the actual number of issued and outstanding Common Shares on the
Record Date.
Following completion of the Rights Offering, Genesis expects that there will be
approximately 56,863,335
Common Shares outstanding.
The Rights Offering will be conducted only in the provinces and territories of Canada (the "Eligible Jurisdictions"). Accordingly, and subject to
the detailed provisions of the Company's Rights Offering circular
(the "Circular"), Rights will not be delivered to, nor will they be
exercisable by, persons
resident outside of the Eligible Jurisdictions. Rather, such Rights may be sold on their behalf
by the depositary and subscription agent, Computershare Investor
Services Inc. ("Computershare").
Details of the Rights Offering are set out in the Company's
Rights Offering notice (the "Notice") and Circular, which will be
available under the Company's profile on SEDAR at www.sedar.com.
The Notice and accompanying direct registration system
statement
and subscription form (the "Rights DRS Advice") will be mailed
to each eligible shareholder of Genesis as at the Record Date. To
subscribe, registered shareholders must forward the completed
Rights DRS Advice together with the applicable funds to
Computershare prior to the Expiry Time. Shareholders who own their
Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary.
The Rights and the Common Shares issuable upon exercise of the
Rights have not been, and will not be, registered under the United
States Securities Act of 1933, as amended and, accordingly, the
Rights and the Common Shares are not being publicly offered for
sale in the "United States" or to
"U.S. persons" (as such terms are defined in Regulation S under the
United States Securities Act of 1933, as amended). This press
release does not constitute an offer to sell or the solicitation of
an offer to buy the securities in any jurisdiction. There shall be
no sale of the securities in any jurisdiction in which an offer to
sell, a solicitation of an offer to buy or a sale would be
unlawful.
This press release is not an offer of the Company's
securities for sale in the United States. The Company's
securities may not be offered or sold in the United States absent registration or an
available exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act") and
applicable U.S. state securities laws. The Company will not
make any public offering of its securities in the United
States. The Company's securities have not been and will not
be registered under the U.S. Securities Act. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities, in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
Genesis is a land developer and residential home builder in
the Calgary Metropolitan Area. The
Company's common shares are listed on the Toronto Stock Exchange
(TSX: GDC).
ADVISORIES
Cautionary Note Regarding Forward-Looking
Statements
This news release contains certain statements which
constitute forward-looking statements or information
("forward-looking statements") within the meaning of applicable
securities legislation, including Canadian Securities
Administrators' National Instrument 51-102 – Continuous Disclosure
Obligations, concerning the business, operations and financial
performance and condition of Genesis. Generally, these forward
looking statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "proposed", "future", "likely", "seeks", "estimates",
"plans", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or state that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "occur" or "be
achieved".
Although Genesis believes that the anticipated future
results, performance or achievements expressed or implied by
forward-looking statements are based upon reasonable assumptions
and expectations, the reader should not place undue reliance on
forward-looking statements because they involve assumptions, known
and unknown risks, uncertainties and other factors many of which
are beyond the Corporation's control, which may cause the actual
results, performance or achievements of Genesis to differ
materially from anticipated future results, performance or
achievement expressed or implied by such forward-looking
statements. Accordingly, Genesis cannot give any assurance that its
expectations will in fact occur and cautions that actual results
may differ materially from those in the forward-looking
statements.
Forward-looking statements are based on factors or
assumptions made by us with respect to, among other things,
opportunities that may or may not be pursued by us; changes in the
real estate industry; fluctuations in the Canadian and Alberta economy; changes in the number of lots
sold and homes delivered per year; and changes in laws or
regulations or the interpretation or application of those laws and
regulations. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control.
Forward-looking statements in this news release include, but
are not limited to, the expected proceeds to be raised under the
Rights Offering and the anticipated uses thereof, the number of
Rights expected to be issued under the Rights Offering and the
number of Common Shares expected to be issued and outstanding
following completion of the Rights Offering. Factors that could
cause actual results to differ materially from those set forth in
the forward-looking statements include, but are not limited to: the
impact of contractual arrangements and incurred obligations on
future operations and liquidity; local real estate conditions,
including the development of properties in close proximity to
Genesis' properties; the uncertainties of real estate development
and acquisition activity; fluctuations in interest rates; ability
to access and raise capital on favorable terms; not realizing on
the anticipated benefits from transactions or not realizing on such
anticipated benefits within the expected time frame; the
cyclicality of the oil and gas industry; changes in the Canadian /
U.S. dollar exchange rate; labor matters; governmental regulations;
general economic and financial conditions; stock market volatility;
the impacts of COVID-19 and other risks and factors described from
time to time in the documents filed by Genesis with the securities
regulators in Canada available at
www.sedar.com, including in the Corporation's MD&A under the
heading "Risks and Uncertainties" and the Corporation's annual
information form under the heading "Risk Factors". Furthermore, the
forward-looking statements contained in this news release are made
as of the date of this news release and, except as required by
applicable law, Genesis does not undertake any obligation to
publicly update or to revise any of the forward-looking statements,
whether as a result of new information, future events or
otherwise.
SOURCE Genesis Land Development Corp.