Original News Release
Genesis Acquisition arranges $325,000 private placement
Mr. Charles Wilson reports
GENESIS ACQUISITION CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Subject to the approval of the TSX Venture Exchange, Genesis Acquisition Corp. intends to complete a non-brokered private placement of up to 1,625,000 common shares of the company at a price of 20 cents per share to raise up to $325,000 in gross proceeds.
The offered shares will be subject to a four-month-and-one-day hold period pursuant to securities laws in Canada and, where applicable, the policies of the TSX-V. 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 lending up to $162,500 of the net proceeds of the private placement to Nusa. It is currently contemplated that the loan would bear interest at a rate of 8.5 per cent per annum, mature one 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. Any such loan will be contingent upon the receipt of all requisite approvals, including the approval of the TSX-V.
The company currently anticipates that certain of its directors and officers may participate in the private placement. In such event, the private placement would be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
The company also announces that, on Jan. 30, 2026, it entered into a letter agreement with 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 Jan. 30, 2026, and Jan. 31, 2026, respectively, to Feb. 13, 2026, and Feb. 28, 2026, respectively.
About Genesis Acquisition Corp.
The company is a capital pool company created pursuant to the policies of the TSX-V. It does not own any assets, other than cash or cash equivalents. The principal business of the company is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSX-V so as to complete a qualifying transaction (as such term is defined in the policy) in accordance with the policies of the TSX-V.
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