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Genesis Securityholders Approve Plan of Arrangement with Northern Superior Resources Inc. and BC Supreme Court Grants Final Order

Newsfile Corp.
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Vancouver, British Columbia--(Newsfile Corp. - July 11, 2022) - Genesis Metals Corp. (TSXV: GIS) ("Genesis" or the "Company") today announces that it has been granted the final court order from the British Columbia Supreme Court approving the plan of arrangement (the "Arrangement") with Northern Superior Resources Inc. ("Northern Superior"). Pursuant to the Arrangement, Northern Superior has agreed to acquire all of the issued and outstanding common shares of Genesis ("Genesis Shares") on the basis of 0.2304 of a Northern Superior common share per Genesis Share under the terms of the Arrangement. Receipt of the final court order followed approval of a resolution (the "Arrangement Resolution") to approve the Arrangement at a special meeting of securityholders of the Company, which was called for shareholders and optionholders (the "Securityholders") to vote on the Arrangement Resolution and held on June 7, 2022 (the "Meeting").

The Arrangement Resolution required the approval of (i) 66⅔% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy at the Meeting; (ii) 66⅔% of the votes cast by Genesis shareholders present in person or represented by proxy at the Meeting; and (iii) a simple majority of the votes cast by Genesis shareholders, excluding for this purpose votes attached to the Genesis Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61‐101 Protection of Minority Security Holders in Special Transactions, which excluded votes cast by Dr. David Terry, the Company's President, CEO, and a Director.

The Arrangement was approved by the required majority of the votes cast by the Securityholders eligible to vote at the Meeting. A total of 17,973,601 securities of Genesis were represented in person or by proxy at the Meeting, representing approximately 26.19% of the outstanding securities of Genesis. The Arrangement Resolution was approved by (i) 99.44% of the votes cast by Securityholders, voting together as a single class, present in person or represented by proxy at the Meeting; (ii) 99.38% of the votes cast by Genesis shareholders present in person or represented by proxy at the Meeting; and (iii) 99.34% of the votes cast by Genesis shareholders, excluding votes cast by Dr. Terry.

The Arrangement is expected to be completed on or around July 13, 2022. For a more detailed description of the Arrangement, please refer to the Company's management information circular dated June 6, 2022.

About Genesis

Genesis Metals Corp. is a member of the Discovery Group of Companies, an alliance of public companies focused on the advancement of mineral exploration and mining projects with a proven track record of generating shareholder value through responsible, sustainable, and innovative development. Discovery Group companies have generated over $500 million in direct and indirect expenditures resulting in over three billion dollars in M&A activity, with notable recent successes being the recent sale of Great Bear Resources Ltd. to Kinross Gold Corporation, the sale of Northern Empire Resources Corp. to Coeur Mining Inc. and the sale of Kaminak Gold Corp. to Goldcorp Inc. Current Discovery Group member companies include: Elemental Royalties Corp., Fireweed Metals Corp., Gold Basin Resources Corporation, Great Bear Royalties Corp., K2 Gold Corp., Kodiak Copper Corp., Prospector Metals Corp., and, ValOre Metals Corp.

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