TORONTO, ONTARIO — (Marketwired) — 07/26/13 — On June 3, 2013, Smoothwater Capital Corporation (“Smoothwater”) acquired ownership and control of 9,767,100 common shares of Genesis Land Development Corp. (“Genesis”) directly from Garfield R. Mitchell pursuant to a private agreement. Garfield R. Mitchell is the sole shareholder of Smoothwater. Accordingly, Mr. Mitchell is deemed to own beneficially the Shares acquired by Smoothwater with the result that this acquisition did not result in a change in beneficial ownership of such Shares. Immediately after the acquisition and as at July 18, 2013, Smoothwater and Mr. Mitchell beneficially owned, or exercised control and direction over, an aggregate of 9,909,435 shares, representing approximately 22.09% of the outstanding shares of Genesis (based upon the 44,861,200 Shares stated to be issued and outstanding as of July 17, 2013 by Genesis in its management information circular dated July 17, 2013 and filed on SEDAR on July 18, 2013).
The shares were acquired for investment purposes. Depending on the evolution of Genesis- business, financial condition, the market for Genesis- securities, general economic conditions and other factors, Smoothwater may acquire additional shares of Genesis, or sell some or all of the shares it holds, in the open market, by private agreement or otherwise.
A representative of Smoothwater has recently been engaged in discussions with the board of directors of Genesis regarding Genesis, its prospects and potential means for enhancing shareholder value including, without limitation, with respect to potential change in the composition of the board of directors of Genesis. Smoothwater intends, from time to time, to seek to initiate or participate in such actions as it deems necessary or advisable to enhance the value of its investment in Genesis including, without limitation, actions intended to cause changes to the board of directors of Genesis, and which may include seeking to add nominees designated by the Smoothwater to Genesis- board of directors and/or removing individuals from Genesis- board of directors, requisitioning a meeting of shareholders of Genesis and soliciting proxies in connection therewith and/or making one or more shareholder proposals in connection with Genesis. Smoothwater intends to file and send dissident proxy solicitation materials to shareholders of Genesis to identify proposed nominees for election to the board of directors and to describe the benefits to all Genesis shareholders of the initiative in electing new individuals to the board. Smoothwater believes that, at this point in time, a change of the composition of the board of directors of Genesis is necessary and will assist in fostering the future prospects of Genesis.
This news release does not constitute a solicitation of proxies and is being issued pursuant to the early warning requirements of applicable Canadian securities laws. Early warning reports have been filed by each of Smoothwater and Garfield R. Mitchell in accordance with applicable securities laws and are available on the SEDAR website at .
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release constitute forward-looking statements, such as statements relating to the ability of Smoothwater to effect change to the board of directors of Genesis. Such statements reflect Smoothwater-s current intention and current information based on the number of issued and outstanding shares of Genesis as reported in Genesis- management information circular dated July 17, 2013. Forward looking statements contained in this press release are subject to certain risks and uncertainties. Actual results may differ from those in the forward looking statements should one or more of these risks or uncertainties materialize. Such risks include, but are not limited to, lack of cooperation from the current board and management of Genesis regarding the conduct of the shareholders meeting and any potential actions that may be taken by the current board and management of Genesis which could thwart any efforts to bring change to the board. All such factors should be considered carefully when making decisions with respect to Genesis, and undue reliance should not be placed on Smoothwater-s forward looking statements. Smoothwater does not undertake to update any forward looking statements, whether written or oral, that may be made from time to time by or on its behalf, except as required under applicable law.
Contacts:
Smoothwater Capital Corporation
Stephen J. Griggs
Chief Executive Officer
416-644-6582