Northwire Canada EditionSunday, July 12, 2026
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Original News Release

SEDAR Interim Financial Statements

Genesis Acquisition Corp. Condensed Consolidated Interim Financial Statements (unaudited) For the Three and Nine Months Ended February 28, 2026, and 2025 (Expressed in Canadian Dollars) The accompanying notes are an integral part of these condensed consolidated interim financial statements 1 GENESIS ACQUISITION CORP. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (unaudited) As at February 28, 2026, and May 31, 2025 (Expressed in Canadian Dollars) Note February 28, 2026 (Unaudited) May 31, 2025 (Audited) ASSETS Current Cash 5 $ 184,212 $ 112,945 Prepaids 2,296 292 Receivables 6 15,338 9,997 Total Assets $ 201,846 $ 123,234 LIABILITIES Current Trade and other payables 48,851 14,043 SHAREHOLDERS’ EQUITY Share capital 7 502,700 502,700 Shares to be issued 7 139,718 - Contributed surplus 131,300 131,300 Accumulated deficit (620,723) (524,809) Total Shareholders' Equity 152,995 109,191 Total Liabilities and Shareholders' Equity $ 201,846 $ 123,234 Corporation information – (Note 1) Proposed qualifying transaction – (Note 12) Subsequent events – (Note 13) Approved on behalf of the Board of Directors Signed “Blair Wilson” Signed “Jason McDougall” Director Director The accompanying notes are an integral part of these condensed consolidated interim financial statements 2 GENESIS ACQUISITION CORP. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (unaudited) For the Three and Nine Months Ended February 28 (Expressed in Canadian Dollars) Three Months Ended Nine Months Ended February 28, February 28, Note 2026 2025 2026 2025 Expenses Administrative and general 9 $ 47,898 $ 2,896 $ 96,919 $ 19,215 Total expenses (47,898) (2,896) (96,919) (19,215) Other income Interest income 198 763 1,005 2,667 Net loss and comprehensive loss for the period $ (47,700) $ (2,133) $ (95,914) $ (16,548) Loss per share for the period - basic and diluted 11 $ (0.02) $ (0.00) $ (0.04) $ (0.01) The accompanying notes are an integral part of these condensed consolidated interim financial statements 3 GENESIS ACQUISITION CORP. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (unaudited) For the Nine Months Ended February 28 (Expressed in Canadian Dollars) Note Share Capital Share to be issued Contributed Surplus Accumulated Deficit Total Balance, May 31, 2024 $ 502,700 $ - $ 131,300 $ (482,830) $ 151,170 Net loss and comprehensive loss for the period - - - (16,548) (16,548) Balance, February 28, 2025 $ 502,700 $ - $ 131,300 $ (499,378) $ 134,622 Note Share Capital Shares to be issued Contributed Surplus Accumulated Deficit Total Balance, May 31, 2025 $ 502,700 $ - $ 131,300 $ (524,809) $ 109,191 Net loss and comprehensive for the period - - - (95,914) (95,914) Share issue costs 7 - (10,282) - - (10,282) Subscriptions received 7 - 150,000 - - 150,000 Balance, February 28, 2026 $ 502,700 $ 139,718 $ 131,300 $ (620,723) $ 152,995 The accompanying notes are an integral part of these condensed consolidated interim financial statements 4 GENESIS ACQUISITION CORP. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (unaudited) For the Nine Months Ended February 28 (Expressed in Canadian Dollars) Note 2026 2025 OPERATING ACTIVITIES Loss for the period $ (95,514) $ (16,548) Changes in non-cash working capital Receivables (5,341) (1,017) Prepaid expenses and advances (2,004) - Trade and other payables 34,808 2,147 Cash used in operating activities (68,451) (15,418) FINANCING ACTIVITIES Subscriptions received 7 150,000 - Share is --- sue costs 7 (10,282) - Cash provided by financing activities 139,718 - Increase in cash during the period 71,267 (15,418) Cash beginning of the period 112,945 140,820 Cash end of the period $ 184,212 $ 125,402 GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 5 1. CORPORATION INFORMATION Genesis Acquisition Corp. (the “Company” or “Genesis Acquisition”) was incorporated on April 12, 2019, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia). The Company is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules. The head office and registered office of the Company is located at 301 – 1665 Ellis Street, Kelowna, BC V1Y 2B3. During the year ended May 31, 2020, the Company issued 1,350,000 common shares for an amount of $135,000 and the Company’s prospectus for an Initial Public Offering (“IPO”) of the Company’s common shares was receipted by the regulatory authorities. The gross proceeds raised from the IPO may only be used to identify a “Qualifying Transaction”, as such term is defined in Exchange Policy 2.4 with the exception that a maximum of $3,000 per month may be spent on reasonable general and administrative expenses of the Company. The Company’s shares commenced trading on November 1, 2019, under the symbol REBL.P. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company’s shares from trading. 2. BASIS OF PREPARATION Statement of compliance with IFRS Accounting Standards These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting (“IAS 34”). The condensed consolidated interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended May 31, 2025, which have been prepared in accordance IFRS® Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). These condensed consolidated interim financial statements do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards. The financial statements were authorized for issue by the Board of Directors on April 21, 2026. Basis of measurement The Company’s financial statements have been prepared on the historical cost. The financial statements are presented in Canadian dollars, which is the Company’s functional currency unless otherwise stated. GENESIS ACQUISITION CORP. NOT --- ES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 6 2. BASIS OF PREPARATION (cont’d) The preparation of condensed consolidated interim financial statements requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to these condensed consolidated interim financial statements are disclosed in Note 4. 3. MATERIAL ACCOUNTING POLICIES The significant accounting policies applied in the preparation of these condensed consolidated interim financial statements are consistent with the accounting policies disclosed in Note 3 of the Company’s audited consolidated financial statements for the year ended May 31, 2025. These condensed consolidated interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended May 31, 2025. Future accounting pronouncements IFRS 18 Presentation and Disclosure in Financial Statements – IFRS 18 introduces three sets of new requirements to give investors more transparent and comparable information about companies’ financial performance for better investment decisions. 1. Three defined categories for income and expenses – operating, investing or financing – to improve the structure of the income statements, and require all companies to provide new defined subtotals, including operating profit; 2. Requirement for companies to disclose explanations of management-defined performance measures (MPMs) that are related to the income statement; and 3. Enhanced guidance on how to organize information and whether to provide it in the primary financial statements or in the notes. This new standard is effective for reporting periods beginning on or after January 1, 2027. The Company has not early adopted this standard and is currently evaluating the impact, that the standard might have on its financial statements. On May 30, 2024, the IASB issued amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments. These amendments clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (“ESG”) targets); and update the disclosures for equity instruments designated at fair value through other comprehensive income (“FVOCI”). These amendments apply to annual reporting periods beginning on or after January 1, 2026. Earlier application is permitted. When the amendments are adopted, the Company anticipates no material impact on its financial statements. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 7 4. ESTIMATES AND JUDGEMENTS The preparation of these financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial state --- ments and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The significant judgements and accounting estimates made by management in applying the Company’s accounting policies were the same as those described in the last annual financial statements. 5. CASH Cash consists of cash on hand and cash held with lawyers. Cash at banks earns interest at floating rates based on daily bank deposit rates. Pursuant to cash, the Company recognized $1,005 (2025 - $2,667) of interest. 6. RECEIVABLES Goods and Services Tax receivable represents input tax credits arising from sales tax levied on the supply of goods purchased or services received in Canada. February 28, 2026 May 31, 2025 Goods and Services Tax receivable $ 15,338 $ 9,997 $ 15,338 $ 9,997 7. SHARE CAPITAL Common Shares During the three and nine months ended February 28, 2026, and 2025, there were no share issuances. As at February 28, 2026, the Company received $150,000 in subscriptions and recorded $10,282 in share issue costs for the period (2025 - $Nil) in connection with the Financing as described in Note 13. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 8 7. SHARE CAPITAL (cont’d) Escrow Shares As at February 28, 2026, there were 1,484,000 (May 31, 2025 – 1,484,000) common shares held in escrow. These common shares will be held in escrow until completion of a Qualifying Transaction. 10% of the common shares will be released on the issuance of the Final Exchange Bulletin and an additional 15% will be released on each six-month anniversary thereafter unless otherwise permitted by the Exchange. 8. SHARE BASED PAYMENTS During the period ended February 28, 2026, and February 28, 2025, there were no options granted. As at February 28, 2026, 365,000 (May 31, 2025 - 365,000) options were outstanding and exercisable with a weighted average remaining contractual life of 3.67 (May 31, 2025 – 4.42) years as follows: Expiry Date Exercise Price Outstanding Exercisable October 2029 $0.20 365,000 365,000 9. ADMINISTRATIVE AND GENERAL Three Months Ended Nine Months Ended February 28 February 28 2026 2025 2026 2025 Administrative and General Expenses Accounting and legal $ 14,600 $ 651 $ 44,301 $ 5,325 Consulting fees 18,460 - 18,460 - Office and administration fees 3,655 2,245 14,700 8,223 Regulatory and transfer agent fees 7,508 - 10,023 5,667 Shareholder information 550 - 825 - Travel 3,125 - 8,610 - $ 47,898 $ 2,896 $ 96,919 $ 19,215 10. RELATED PARTY TRANSACTIONS Key management personnel consist of officers and directors of the Company. Other than stock options granted to directors in the prior years, no compensation was paid to key management personnel during the current or previous --- year. Transactions with related parties are incurred in the normal course of business and initially measured at fair and subsequently at amortized cost. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 9 11. LOSS PER SHARE Three Months Ended Nine Months Ended February 28 February 28 2026 2025 2026 2025 Net loss attributable to ordinary shareholders ($47,700) ($2,133) ($95,914) ($16,548) Weighted average number of common shares 2,166,000 2,166,000 2,166,000 2,166,000 Basic and diluted loss per share $ (0.02) $ (0.00) $ (0.04) $ (0.01) The dilutive securities for the three and nine months ended February 28, 2026, and 2025, have no dilutive effect as the Company incurred losses in these periods. 12. PROPOSED QUALIFYING TRANSACTION On January 30, 2026, the Company entered into a letter agreement with Nusa Nickel Corp. (“Nusa”) pursuant to which the parties agreed to extend the dates pursuant to which Nusa is required to deliver audited financial statements and a technical report from January 30, 2026, and January 31, 2026, respectively, to February 13, 2026, and February 28, 2026, respectively. The purpose of the Proposed Transaction is the creation of a public, TSX Venture Exchange-listed, company to expand and explore Nusa's Nickel Island project situated within the East Sulawesi Ophiolite Belt in Indonesia. Genesis Acquisition intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined in policy 2.4 of the TSX Venture Exchange (the “Exchange”). Upon completion of the Proposed Transaction, the Company expects that the Resulting Issuer (as defined in Exchange Policy 2.4) will be named Nusa Nickel Corp. and will be listed as a Tier 2 Issuer on the Exchange. Summary of the Qualifying Transaction The Definitive Agreement contemplates Genesis Acquisition and Nusa undertaking an arm's length business combination transaction, to be completed by way of a “three-cornered amalgamation”. Upon completion of the Proposed Transaction, the current shareholders of Nusa will own a majority of the issued and outstanding shares of the Resulting Issuer. Share Capital of the Resulting Issuer It is contemplated that immediately prior to the completion of the Proposed Transaction the Company would effect a share split of its common shares at a ratio of 1.6438 post-split common shares for each one (1) pre- split common share (the “Share Split”). Other than with respect of the Share Split, none of the terms of any outstanding securities of Genesis Acquisition would be amended, prior to the completion of the Proposed Transaction and Genesis Acquisition would honour all its outstanding obligations to issue securities, including, without limitation, all incentive stock options held by directors and officers of Genesis Acquisition. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2026, AND 2025 (Expressed in Canadian Dollars) (Unaudited) 10 12. PROPOSED QUALIFYING TRANSACTION (cont’d) Nusa Financing Nusa will use its commercially reasonable efforts to complete a concurrent financing for minimum gross proceeds of $1,500,000 and maximum gross proceeds of $3,000,000 through the issuance of subscription receipts at a minimum price of $0.20 per subscription receipt (the “Financing”), or suc --- h other amount and/or terms as may be required or permitted by the Exchange. Each subscription receipt is expected to convert into one common share of the Resulting Issuer, with an optional warrant structure to be mutually agreed upon by the parties, and approved by the Exchange, prior to the closing of the Financing. In addition to equity-based financing, alternative forms of financing may be considered, including but not limited to debt financing, convertible debt, or other instruments; provided, however, that no such alternative financing method shall be pursued without the prior written consent of both parties and the approval of the Exchange. 13. SUBSEQUENT EVENTS On March 6, 2026, the Company completed a non-brokered financing and issued an aggregate of 1,500,000 common shares of the Company at a price of $0.20 per share for aggregate gross proceeds of $300,000 (the “Financing”). The Company intends to use a portion of the net proceeds from the Private Placement to pay for costs associated with proceeding to completion of its previously announced Qualifying Transaction (as defined in the Policy) with Nusa Nickel Corp.. The Company also anticipates loaning up to $150,000 of the proceeds of the Private Placement to Nusa (the “Loan”). It is contemplated that the Loan would bear interest at a rate of 8.5% per annum, mature one (1) year from the date the funds are advanced and be secured against the assets of Nusa. It is further anticipated that the Loan would be forgiven in certain circumstances if the proposed Qualifying Transaction is not completed. The Loan remains subject to the receipt of all requisite approvals, including the approval of the TSXV. The Offered Shares are subject to a four-month and one day hold period pursuant to securities laws in Canada and, where applicable, the policies of the TSXV.
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