Genesis Acquisition, Nusa firm up business combination

Executive Summary

• Genesis Acquisition Corp. has entered into a definitive business combination agreement with Nusa Nickel Corp. to complete a previously announced arm's-length transaction via a three-cornered amalgamation under the Business Corporations Act (Ontario).
• The transaction involves a share split for Genesis shareholders and a concurrent private placement of subscription receipts by Nusa Nickel to fund transaction costs and working capital.
• Upon completion, former Nusa Nickel shareholders are expected to hold a majority stake (approx. 66.71% to 72.45%) in the resulting issuer, while Genesis shareholders will hold approximately 9.51% to 10.33%.

Key Details

• Transaction Structure: A three-cornered amalgamation where a wholly owned subsidiary of Genesis (Subco) amalgamates with Nusa Nickel to form a single entity, which becomes a wholly owned subsidiary of Genesis.
• Share Conversion Ratio: Each common share of Nusa Nickel (excluding dissenting shareholders) converts into one common share of the resulting issuer.
• Post-Transaction Ownership (Minimum Financing Scenario):
  • Genesis Shareholders: 6,000,016 shares (~10.33%).
  • Former Nusa Nickel Shareholders: 42,077,500 shares (~72.45%).
  • Concurrent Financing Investors: 10,000,000 shares (~17.22%).
• Post-Transaction Ownership (Maximum Financing Scenario):
  • Genesis Shareholders: 6,000,016 shares (~9.51%).
  • Former Nusa Nickel Shareholders: 42,077,500 shares (~66.71%).
  • Concurrent Financing Investors: 15,000,000 shares (~23.78%).
• Genesis Share Split: Prior to completion, each Genesis common share splits at a ratio of 1.6438 post-split shares for every one pre-split share.
• Conditions Precedent:
  • Completion of concurrent financing.
  • Approval by Nusa Nickel shareholders.
  • Regulatory, stock exchange (TSX Venture Exchange), court, and governmental authorizations.
• Completion Timeline: Anticipated on or before February 28, 2026.
• Concurrent Financing Terms:
  • Nusa Nickel will issue subscription receipts for minimum gross proceeds of $2 million and maximum gross proceeds of $3 million.
  • Price: 20 cents per subscription receipt.
  • Exercise: Subscription receipts deemed exercised into one Class A common share upon satisfaction of escrow release conditions, without additional payment.
  • Use of Proceeds: Transaction costs and general working capital.
  • Brokerage: Non-brokered basis; fees payable to finders/brokers in cash and warrants.
• Trading Status: Trading in Genesis shares is halted and expected to remain so until at least the completion of the transaction.
• Regulatory Status: The transaction constitutes a "qualifying transaction" for Genesis under Policy 2.4 of the exchange; no shareholder approval required for Genesis.

Notable Quotes

• None provided in the text.