Genesis Acquisition, Nusa sign business combination LOI

Executive Summary

• Genesis Acquisition Corp. has entered into a letter of intent (LOI) to merge with Nusa Nickel Corp., a producing nickel miner in Indonesia, via a three-cornered amalgamation to create a public, TSX Venture Exchange-listed entity.
• The transaction involves a concurrent private placement financing of $2 million to $3 million at $0.20 per subscription receipt, with proceeds used for transaction costs, production expansion, and working capital.
• Upon completion, former Nusa Nickel shareholders are expected to hold approximately 66.73% to 72.47% of the resulting issuer, while former Genesis shareholders will hold approximately 9.51% to 10.32%. The resulting company will be named Nusa Nickel Corp.

Key Details

• Transaction Structure: Three-cornered amalgamation where Genesis incorporates a wholly owned Ontario subsidiary (Subco), which amalgamates with Nusa Nickel.
• Share Split: Genesis shares split at a ratio of 1.6438 post-split shares for every one pre-split share.
• Consideration: Based on a deemed price of $0.20 per share, the consideration for Nusa Nickel is approximately $8.42 million.
• Equity Ownership (Minimum Financing Scenario):
  • Former Genesis Shareholders: ~10.32% (6,000,016 shares).
  • Former Nusa Nickel Shareholders: ~72.47% (42,112,000 shares).
  • Concurrent Financing Investors: ~17.21% (10,000,000 shares).
• Equity Ownership (Maximum Financing Scenario):
  • Former Genesis Shareholders: ~9.51% (6,000,016 shares).
  • Former Nusa Nickel Shareholders: ~66.73% (42,112,000 shares).
  • Concurrent Financing Investors: ~23.77% (15,000,000 shares).
• Concurrent Financing:
  • Gross Proceeds: $2 million (minimum) to $3 million (maximum).
  • Price: $0.20 per subscription receipt.
  • Use of Proceeds: Transaction costs, expanding production/trading divisions, and general working capital.
  • Hold Period: Four months and one day for all securities issued.
• Capitalization & Warrants:
  • Genesis stock options capped at 600,002 resulting issuer shares.
  • Nusa Nickel stock options capped at 3,000,000 resulting issuer shares.
  • Existing RSUs: 1.97 million.
  • Existing Warrants: 26,412,000 common share purchase warrants.
  • Compensation warrants for concurrent financing to be determined.
• Timeline:
  • Definitive Agreement Deadline: September 15, 2025.
  • Nusa Nickel Shareholder Meeting: Expected Q3 2025.
  • Anticipated Completion: November 2025.
• Management Changes:
  • Brandon Colwell to serve as Director and CEO.
  • Robert Tjandra to serve as Director, President, and COO.
  • Ryan Yanch to serve as Director and CFO.
  • Blair Wilson and Eugene Hodgson remain as Directors; other existing Genesis directors/officers will resign.
• Nusa Nickel Operations:
  • Producing lateritic nickel property in Central Sulawesi, Indonesia.
  • Operates on a 2,641-hectare production permit; pilot 10-hectare portion in production.
  • Holds right of first refusal over ~700 hectares.
  • Licensed nickel trader via subsidiary PT Nusa Niaga Corp.

Notable Quotes

• None explicitly quoted in the text; however, the release notes that "All information in this press release relating to Nusa Nickel is the sole responsibility of Nusa Nickel."