NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

MONTRÉAL, Sept. 24, 2024 (GLOBE NEWSWIRE) — Genius Metals Inc. (TSXV: GENI) (“Genius Metals” or the “Corporation”) is pleased to announce a non-brokered private placement of up to 6,250,000 units of the Corporation (“Units”) at a price of $0.08 per Unit, for total gross proceeds of up to $500,000 (the “Offering”).

Each Unit will consist of one common share of the Corporation (a “Common Share”) and one-half of one Common Share purchase warrant (a “Warrant”). Each whole Warrant will entitle its holder to purchase one Common Share at an exercise price of $0.12 per Common Share for a period of 24 months.

Closing of the Offering is subject to certain conditions including, but not limited to, the approval of the TSX Venture Exchange (“TSXV”). All securities issued in connection with the Offering will be subject to a statutory hold period ending four months and one day from the date of their issuance, in accordance with applicable securities laws.

The net proceeds from the Offering will be allocated towards the development of the Corporation’s portfolio in Québec and Morocco, encompassing potential growth opportunities, as well as for general working capital purposes.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Genius Metals

Genius Metals is a Canadian mineral exploration company focused on the acquisition, exploration, and, if warranted, development of natural resource properties of merit in Canada and Morocco.

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Forward-Looking Statements and Disclaimer

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Generally, forward-looking information can be identified using forward-looking terminology such as “will be,” “expected,” or variations of such words and phrases, or statements that certain actions, events, or results “will” occur. Forward-looking statements, including statements relating to the expected closing of the Offering, as well as the amount and intended use of the net proceeds from the Offering, are based on the Corporation’s estimates and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, level of activity, performance, or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Corporation will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.

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