MOROCCO STRATEGIC MINERALS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Montréal, Québec, Canada – December 17, 2024

Genius Metals Inc. (TSXV: GENI) (“Genius Metals” or the “Corporation”) is pleased to announce the successful closing of a non-brokered private placement, raising total gross proceeds of700,000∗∗.Thiswasachievedthroughtheissuanceof∗∗8,750,000units∗∗oftheCorporation(“Units”)atapriceof∗∗700,000∗∗.Thiswasachievedthroughtheissuanceof∗∗8,750,000units∗∗oftheCorporation(“Units”)atapriceof∗∗0.08 per Unit (the “Offering”). The Corporation also plans to close a second tranche of financing by mid-January 2025.

Details of the Offering

Each Unit consists of:

• One common share of the Corporation (a “Common Share”)
• One half of one Common Share purchase warrant (a “Warrant”)

Each whole Warrant entitles its holder to purchase one Common Share at an exercise price of $0.12 per Common Share for a period of 24 months.

Regulatory Compliance and Hold Period

All securities issued in connection with the Offering are subject to a statutory hold period ending four months and one day from the date of issuance, in accordance with applicable securities laws. The Offering remains subject to final approval from the TSX Venture Exchange (“TSXV”).

Finder’s Fees and Insider Participation

In connection with the Offering, the Corporation expects to pay finder’s fees totaling $41,300 and issue 516,250 Warrants to arm’s length third parties who assisted in introducing subscribers to the Offering.

Additionally, one officer and director of the Corporation participated in the Offering by purchasing 125,000 Units. This participation is considered a “related party transaction” under Regulation 61-101. The Corporation relied on exemptions from the formal valuation and minority shareholder approval requirements, as the transaction does not exceed 25% of the Corporation’s market capitalization.

Use of Proceeds

The net proceeds from the Offering will be allocated towards:

• Development of the Corporation’s portfolio in Québec and Morocco
• Potential growth opportunities
• General working capital purposes

About Genius Metals

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

Contact Information

• Pierre-Olivier Goulet
  Vice-President, Corporate Development
  Email: pogoulet@geniusmetals.com
  Phone: 1-450-821-5270
• Guy Goulet
  President and CEO
  Email: ggoulet@geniusmetals.com
  Phone: 1-514-294-7000

Forward-Looking Statements and Disclaimer

Certain information contained herein may constitute “forward-looking information” under Canadian securities legislation. Forward-looking statements are based on the Corporation’s estimates and are subject to risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. Readers are cautioned not to place undue reliance on forward-looking statements. The Corporation will not update any forward-looking statements except as required by applicable securities laws.

Regulatory Disclaimer

The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws. They may not be offered or sold within the United States except in compliance with registration 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.

TSXV Disclaimer

Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release.

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