Smoothwater Announces Additional Investments in Genesis

TORONTO, Aug. 24, 2015 /CNW/ - Smoothwater Capital Corporation ("Smoothwater"), the largest shareholder of Genesis Land Development Corp. ("Genesis"), announces that, from its previous announcement regarding its investment in Genesis on June 9, 2015 until August 21, 2015, it acquired an aggregate of 898,200 common shares of Genesis on the open market (the "Market Purchases"). These common shares represent approximately 1.999% of the issued and outstanding common shares of Genesis (based upon the 44,926,200 common shares stated to be issued and outstanding as at August 13, 2015 by Genesis in its management's discussion and analysis for the three and sixth months ended June 30, 2015 (the "Q2 MD&A") filed on SEDAR on August 13, 2015). The Market Purchases were made by Smoothwater through the facilities of the Toronto Stock Exchange and Alpha Trading Systems at an average price of $3.24 per share.

In addition, on August 24, 2015 Smoothwater acquired 3,311,600 common shares of Genesis at a price of $3.00 per share in a private purchase from a single vendor resident in Ontario (the "Private Purchase"), representing approximately 7.37% of the issued and outstanding common shares of Genesis. Smoothwater made the Private Purchase using the "private agreement exemption" contained in Section 101.1 of the Securities Act (Ontario) through the facilities of the Toronto Stock Exchange.

Combined, the Market Purchases and the Private Purchase aggregate 4,209,800 common shares of Genesis, representing approximately 9.370% of the issued and outstanding common shares of the company.

After giving effect to the Market Purchases and the Private Purchase, Smoothwater has ownership and control over 15,111,535 common shares of Genesis, representing approximately 33.64% of the outstanding common shares of the company. 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 15,123,535 common shares of Genesis, representing approximately 33.66% of the outstanding common shares of the Company.

The 898,200 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 provided by section 100 of the Securities Act (Ontario) and section 4.1 of Multilateral Instrument 62-104 ─ Take-Over Bids and Issuer Bids. In the preceding 12-month period from August 21, 2015, Smoothwater had acquired 1,902,500 common shares of Genesis, representing 4.23% of the common shares outstanding. This represents less than 5% of the 44,926,200 common shares outstanding.  None of Smoothwater nor any person acting jointly or in concert with Smoothwater has purchased any additional shares within the 12-month period preceding this release other than as publicly disclosed by Smoothwater on June 9, 2015. There is a published market for the common shares of Genesis, 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 the purchases noted above, plus reasonable brokerage fees or commissions actually paid.

In purchasing shares subject to the Private Purchase, Smoothwater was entitled to rely on "private agreement exemption" because (i) the purchase of the Genesis 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 of Genesis, and (iii) the value of the consideration paid for the Genesis common shares pursuant to the Private Purchase, including brokerage fees or commissions, was not greater than 115% of the market price of common shares of Genesis on the Toronto Stock Exchange, as determined in accordance with section 1.3 of OSC Rule 62-504, Take-Over Bids and Issuer Bids.

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.

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, [email protected]