Smoothwater Acquires Additional Shares of Genesis

TORONTO, Sept. 26, 2023 /CNW/ - Smoothwater Capital Corporation ("Smoothwater"), the largest shareholder of Genesis Land Development Corp. (TSX: GDC) ("Genesis"), announces that on September 25, 2023 it acquired an aggregate of 600,900 common shares of Genesis (the "Common Shares") at a price of $2.19 per Common Share on the market for total consideration of $1,315,971 (the "Purchase"), representing approximately 1.06% of the outstanding Common Shares as at July 27, 2023 (the "Outstanding Shares"). Smoothwater made the Purchase in accordance with the "normal course purchase" exemption contained in section 4.1 of National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104") (the "Exemption").

Prior to the Purchase, Smoothwater had ownership and control over 30,880,280 Common Shares, representing approximately 54.32% of the Outstanding Shares. After giving effect to the Purchase, Smoothwater had ownership and control over an aggregate of 31,481,180 Common Shares, representing approximately 55.37% of the Outstanding Shares.

From the date of its last early warning report dated September 16, 2021 to September 24, 2023, Smoothwater acquired 790,500 Common Shares (representing approximately 1.39% of the Outstanding Shares) by way of market purchases (the "Prior Purchases") at prices ranging from $1.98 to $2.80 per Common Share in reliance upon the Exemption.

There is a published market for the Common Shares.

In purchasing the Common Shares subject to the Purchase and the Prior Purchases, Smoothwater was entitled to rely on the Exemption because (i) the aggregate number of Common Shares acquired in reliance on the Exemption by Smoothwater and any person acting jointly or on concert with Smoothwater in the same 12 month period does not exceed 5% of the Common Shares outstanding at the beginning of the 12 month period, (ii) there is a published market for the Common Shares, and (iii) the value of the consideration paid for the Common Shares was not greater than the market price of Common Shares on the Toronto Stock Exchange, as determined in accordance with section 1.11 of NI 62-104, plus reasonable brokerage fees and commissions actually paid.

Smoothwater holds the Common Shares noted above for investment purposes. Smoothwater and/or its joint actors 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.

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 and can also be obtained by contacting Stephen J. Griggs, Chief Executive Officer of Smoothwater, at 416.644.6582.

SOURCE Smoothwater Capital Corporation

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 4610, 100 King Street West, Toronto, Ontario M5X 1E5 416.644.6582 [email protected]