/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, Dec. 20, 2021 /CNW/ - Genesis Land Development
Corp. (TSX: GDC) ("Genesis", the "Company" or "we") today announced
the closing of its previously announced rights offering (the
"Rights Offering") to eligible holders of its common shares (the
"Common Shares") which expired at 5:00
p.m. (Toronto time) on
December 17, 2021.
A total of 15,000,000 Common Shares were issued pursuant to the
Rights Offering for aggregate gross proceeds of $30,000,000 million, comprising an aggregate of
14,088,948 Common Shares issued pursuant to the Rights Offering
basic subscription privilege (of which approximately 11.3 million
Common Shares were issued to directors and officers of Genesis and
holders of 10% or more of the Common Shares, including Smoothwater
Capital Corporation ("Smoothwater") and MWM Enterprises Limited
("MWM")) and an aggregate of 911,052 Common Shares issued pursuant
to the Rights Offering additional subscription privilege (of which
it is expected approximately 0.75 million Common Shares will be
issued to directors and officers of Genesis and holders of 10% or
more of the Common Shares, including Smoothwater and MWM, once the
pro-rata allocation is determined). No stand-by commitment was
entered into in connection with the Rights Offering.
Genesis intends to use all the proceeds of the Rights Offering,
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. No selling fees or commissions
were paid in connection with the Rights Offering.
As of December 20, 2021,
56,863,335 Common Shares are issued and outstanding, of which
approximately 30.35 million Common Shares (approximately 53.3%) are
beneficially owned by Smoothwater and approximately 10.8 million
Common Shares (approximately 19.0%) are beneficially owned by
MWM.
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 Company'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 relate to the
intended use of the proceeds 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 Company's MD&A under the heading "Risks and
Uncertainties" and the Company'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.