Smoothwater Announces Additional Investment in Genesis

TORONTO, June 9, 2015 /CNW/ - Smoothwater Capital Corporation ("Smoothwater"), the largest shareholder of Genesis Land Development Corp. ("Genesis"), announced that, from its previous announcement regarding its investment in Genesis on May 14, 2015 until June 9, 2015, it has acquired an aggregate of 1,004,300 common shares of Genesis. These common shares represent approximately 2.24% of the issued and outstanding common shares of Genesis (based upon the 44,931,200 common shares stated to be issued and outstanding as at May 14, 2015 by Genesis in its management's discussion and analysis for the three months ended March 31, 2015 (the "Q1 MD&A") filed on SEDAR on May 14, 2015). These common shares were purchased by Smoothwater through the facilities of the Toronto Stock Exchange, Alpha Trading Systems, Chi-X Canada and Pure Trading for an average price of $3.42 per share.

After giving effect to the purchases noted above, Smoothwater now has ownership and control over 10,901,735 common shares of Genesis, representing approximately 24.26% of the outstanding common shares of Genesis (based upon the 44,931,200 common shares stated to be issued and outstanding as at May 14, 2015 by Genesis in the Q1 MD&A). After giving effect to the purchases noted above, Smoothwater, together with its sole shareholder, Garfield Mitchell (who may be considered to be acting jointly or in concert within the meaning of applicable Canadian securities legislation with Smoothwater), beneficially owns, or exercises control and direction over, an aggregate of 10,913,735 common shares of Genesis, representing approximately 24.29% of the outstanding common shares of Genesis.

Smoothwater and Mr. Mitchell hold the common shares of Genesis noted above for investment purposes. Smoothwater and/or Mr. Mitchell 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. Stephen J. Griggs, Chief Executive Officer of Smoothwater, who may be considered to be acting jointly or in concert with Smoothwater and Mr. Mitchell, may, from time to time on an individual or joint basis in the future, directly or indirectly acquire ownership of or control over common shares of Genesis. 

The 1,004,300 common shares Smoothwater acquired pursuant to the purchases noted above were acquired in reliance upon the normal course purchase exemption from the take-over bid requirements provided by section 100 of the Securities Act (Ontario) and section 4.1 of Multilateral Instrument 62-104 ─ Take-Over Bids and Issuer Bids. Such 1,004,300 common shares represent less than 5% of the 44,931,200 common shares outstanding, and none of Smoothwater nor any person acting jointly or in concert with Smoothwater has acquired any other common shares of Genesis within the 12-month period preceding the share purchases noted above or the date of this press release. There is a published market for the common shares of Genesis, and none of the 1,004,300 common shares that are the subject of this press release were acquired for consideration with a value in excess of the market price of the common shares on the date of the purchases noted above, plus reasonable brokerage fees or commissions actually paid.

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.

SOURCE Smoothwater Capital Corporation

For further information: including to obtain a copy of the early warning report to which this press release relates, please contact: Stephen J. Griggs, Chief Executive Officer, SMOOTHWATER CAPITAL CORPORATION, Suite 2500, 120 Adelaide Street West, Toronto, Ontario M5H 1T1, 416.644.6582, sgriggs@smoothwatercapital.com

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