Genesis Acquisition Corp. Enters Into Business Combination Agreement With Nusa Nickel Corp.

Executive Summary

• Genesis Acquisition Corp. (TSX.V: REBL.P) entered into a definitive business combination agreement with Nusa Nickel Corp., moving the previously announced transaction toward completion.
• The deal will be executed via a three‑cornered amalgamation, creating a new “Resulting Issuer” that will be a wholly‑owned subsidiary of Genesis; Nusa Nickel shareholders will hold a majority of the post‑combination equity.
• A concurrent private placement (the “Concurrent Financing”) is planned to raise $2 M–$3 M at $0.20 per subscription receipt, funding transaction costs and working capital for the Resulting Issuer.

Key Details

• Definitive Agreement Date: 21 November 2025.
• Structure: Three‑cornered amalgamation under Ontario’s Business Corporations Act; Genesis’ subsidiary (Subco) merges with Nusa Nickel to form a new entity owned by Genesis.
• Equity Ownership Post‑Combination (Minimum Financing scenario):
• Genesis shareholders: ~6,000,016 Resulting Issuer Shares → ≈10.33% of outstanding shares.
• Nusa Nickel shareholders: ~42,077,500 Resulting Issuer Shares → ≈72.45%.
• Concurrent financing investors: 10,000,000 Resulting Issuer Shares → ≈17.22%.
• Equity Ownership Post‑Combination (Maximum Financing scenario):
• Genesis shareholders: ~6,000,016 Resulting Issuer Shares → ≈9.51%.
• Nusa Nickel shareholders: ~42,077,500 Resulting Issuer Shares → ≈66.71%.
• Concurrent financing investors: 15,000,000 Resulting Issuer Shares → ≈23.78%.
• Share Split (Genesis pre‑transaction): 1.6438 post‑split Genesis Shares for each pre‑split share.
• Closing Timeline: Expected on or before 28 February 2026, subject to customary conditions (shareholder approvals, regulatory consents, completion of financing).
• Concurrent Financing Details:
• Private placement of Nusa Nickel subscription receipts.
• Minimum gross proceeds: $2 M; Maximum gross proceeds: $3 M.
• Offering price: $0.20 per receipt.
• Each exercised receipt converts into one Class A common share of Nusa Nickel (no additional cash required).
• Proceeds to be used for transaction costs and general working capital of the Resulting Issuer.
• Trading Halt: Genesis shares halted in accordance with TSX‑V policy; halt expected to remain until at least transaction completion.
• Regulatory Status: The combination will satisfy Genesis’ “Qualifying Transaction” requirement under TSX‑V Policy 2.4, converting Genesis from a capital pool company to a mining issuer.

Notable Quotes

“The Proposed Transaction represents a significant step forward for both Genesis and Nusa Nickel, aligning our strategic objectives and providing a clear path to value creation for shareholders.” – Blair Wilson, CEO & Director, Genesis Acquisition Corp.