Genesis Acquisition, Nusa sign business combination LOI

Mr. Blair Wilson reports GENESIS ACQUISITION CORP. ANNOUNCES QUALIFYING TRANSACTION Genesis Acquisition Corp. has entered into a letter of intent dated July 23, 2025, to enter into an arm's-length business combination transaction with Nusa Nickel Corp. Nusa Nickel is mineral exploration and production company incorporated under the laws of Ontario that owns and operates a producing lateritic nickel property in central Sulawesi, Indonesia. The purpose of the proposed transaction is the creation of a public, TSX Venture Exchange-listed, international nickel producing company. The working capital of the combined entity, upon completion of the proposed transaction and assuming the minimum concurrent financing (as defined herein), will be approximately $1.95-million, sufficient to support Nusa Nickel's work program for the next 12 months and the evaluation of new opportunities. The working capital of the resulting issuer upon completion of the proposed transaction and assuming the maximum concurrent financing (as defined herein) will be approximately $2.5-million. Genesis intends that the proposed transaction will constitute its qualifying transaction, as such term is defined in the policies of the TSX Venture Exchange. Upon completion of the proposed transaction, the company expects that the resulting issuer will be named Nusa Nickel Corp. and will be listed as a Tier 2 mining issuer on the exchange. Summary of the qualifying transaction The LOI contemplates Genesis and Nusa Nickel undertaking an arm's-length business combination transaction, currently proposed to be completed by way of a three-cornered amalgamation. The current intention is that Genesis, incorporated under the laws of British Columbia, will incorporate a wholly owned Ontario subsidiary (Subco). Genesis, Nusa Nickel and Subco will enter into a definitive agreement, pursuant to which Subco and Nusa Nickel would amalgamate and following which the current shareholders of Nusa Nickel would own a majority of the issued and outstanding shares in the capital of the resulting issuer. Each common share in the capital of Genesis outstanding immediately prior to the completion of the proposed transaction would be split at a ratio of 1.6438 postsplit Genesis shares for every one presplit Genesis share. Each common share in the capital of Nusa Nickel outstanding immediately prior to the completion of the proposed transaction (other than Nusa Nickel shares held by shareholders of Nusa Nickel) who exercise their dissent rights, if any) is expected to be converted into one issued, fully paid and non-assessable Genesis share (on a preshare split basis). Upon completion of the proposed transaction and assuming completion of a minimum concurrent financing of $2-million, former holders of Genesis shares are anticipated to hold, in the aggregate, 6,000,016 resulting issuer shares, representing approximately 10.32 per cent of the outstanding resulting issuer shares, former holders of Nusa Nickel shares are expected to hold, in the aggregate, 42,112,000 resulting issuer shares, representing approximately 72.47 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing will hold, in the aggregate, 10 million resulting issuer shares, representing approximately 17.21 per cent of the outstanding resulting issuer shares. Upon completion of the amalgamation, and assuming a maximum concurrent financing of $3-million is fully subscribed, former holders of Genesis shares are anticipated to hold, in the aggregate, 6,000,016 resulting issuer shares, representing approximately 9.51 per cent of the outstanding resulting issuer shares, former holders of Nusa Nickel shares are expected to hold in the aggregate 42,112,000 resulting issuer shares, representing 66.73 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing will hold, in the aggregate, 15 million resulting issuer shares, representing approximately 23.77 per cent of the outstanding resulting issuer shares. Based on a deemed price of 20 cents per share the consideration by the resulting issuer for Nusa Nickel is approximately $8.42-million. In accordance with the LOI upon completion of the proposed transaction, Genesis stock options will represent no greater than 600,002 resulting issuer shares, and Nusa Nickel stock options will represent no greater than three million resulting issuer shares. In addition, the resulting issuer will have 1.97 million restricted share units and 26,412,000 common share purchase warrants outstanding. It is also contemplated that there will be compensation warrants issued in connection with the concurrent financing; however, the number and terms of such warrants have not yet been determined and will be disclosed in a subsequent press release. The proposed transaction must be approved by not less than 66-2/3rds per cent of the votes cast at the meeting of Nusa Nickel shareholders held to consider, among other things, the proposed transaction. It is currently expected that the Nusa Nickel meeting will be held in the third quarter of 2025. The parties will also prepare a filing statement in accordance with exchange policies, a copy of which will be filed on Genesis's profile on the SEDAR+ website in due course. The completion of the proposed transaction is subject to the satisfaction of various conditions that are standard for a transaction of this nature, including, but not limited to: (i) execution of a definitive agreement on or prior to Sept. 15, 2025; (ii) the completion of the minimum concurrent financing; (iii) the approval by the shareholders of Nusa Nickel and Genesis (if required); (iv) receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including the exchange; and (v) the completion of satisfactory due diligence by each of the parties. There can be no assurance that the proposed transaction will be completed on the terms proposed above or at all. Subject to satisfaction or waiver of the condition's precedent referred to herein and in the definitive agreement, Genesis and Nusa Nickel anticipate the proposed transaction will be completed in November, 2025. Each of Genesis and Nusa Nickel will bear their own costs in respect of the proposed transaction. Proposed concurrent financing Prior to or concurrent with completion of the proposed transaction, Nusa Nickel will complete a private placement financing for gross proceeds in the range of $2-million and $3-million. It is anticipated that the concurrent financing will be undertaken through the issuance of subscription receipts of Nusa Nickel at a price of 20 cents per subscription receipt. Immediately prior to the completion of the proposed transaction, the subscription receipts would automatically convert into Nusa Nickel shares and subsequently be exchanged for resulting issuer shares as part of the proposed transaction. The proceeds raised will be used to finance the costs associated with completing the proposed transaction, expanding the production and trading divisions of Nusa Nickel and general working capital. All securities issued pursuant to the concurrent financing will be subject to a hold period of four months and one day. It is not known at this time if any investment dealer or other registrant will be engaged to assist with fundraising activities; however, it is anticipated that a cash commission will be paid and compensation warrants issued on any funds raised by eligible finders or brokers. Further details concerning the concurrent financing will be included in a subsequent press release. Sponsorship of the qualifying transaction Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt therefrom in accordance with the exchange's policies. There can be no assurance that an exemption or waiver from the sponsorship requirement will be available. Trading halt At the company's request, trading in the Genesis's shares has been halted by the exchange. Trading is expected to remain halted until, at the earliest, the completion of the proposed transaction. The resulting issuer Assuming completion of the minimum concurrent financing, it is estimated that there will be approximately 58,112,016 resulting issuer shares issued and outstanding immediately following closing of the proposed transaction, with former Genesis shareholders holding approximately 10.32 per cent of such resulting issuer shares, former Nusa Nickel shareholders holding approximately 72.47 per cent of such resulting issuer shares and subscribers under the concurrent financing holding approximately 17.21 per cent of such resulting issuer shares. Assuming completion of the maximum concurrent financing, it is estimated that there will be approximately 63,112,016 resulting issuer shares issued and outstanding immediately following closing of the proposed transaction, with former Genesis shareholders holding approximately 9.51 per cent of such resulting issuer shares, former Nusa Nickel shareholders holding approximately 66.73 per cent of such resulting issuer shares and subscribers under the concurrent financing holding approximately 23.77 per cent of such resulting issuer shares. Upon completion of the proposed transaction, it is anticipated that all of the existing directors and officers of Genesis, other than Blair Wilson and Eugene Hodgson, will resign, and the management of the resulting issuer will include the persons identified below. Brandon Colwell (director and chief executive officer, Ontario) Mr. Colwell has over nine years of experience in the capital markets and corporate management. Since April, 2024, he has served as co-founder and chief executive officer of Nusa Nickel, a privately held nickel producer operating in Indonesia. From 2019 to 2024, Mr. Colwell was co-founder and chief executive officer of Sagacity Capital Media Inc., a corporate strategy and marketing firm providing communications and investor relations services to early-stage and public companies in various industries, including mining, cannabis, fintech and biotech. Mr. Colwell has also co-founded and managed other full-service media firms in the capital market sector. Over the course of his career, Mr. Colwell has been involved in corporate communications, investor relations and strategic advisory for a range of issuers across multiple industries. He holds a business administration advanced diploma from Humber College and currently serves as a strategic adviser to Golden Rapture Mining Corp. Robert Tjandra (director, president and chief operating officer, Ontario) Mr. Tjandra has been the president and COO of Nusa Nickel since April, 2024. He is a director of Manganese Energy X since April 13, 2021, to present; chief executive officer and director of Mineto Power Corp. (2021 to present); director, Florence Wealth Management Inc. (2021 to 2024); director of Asia Electrum Charging Solutions (2020 to 2021); president, chief operating officer and a director of Steep Hill Inc. (formerly Canbud Distribution Corp.) (2008 to 2021); and director, Bow Energy Ltd. (2015 to 2018). Ryan Yanch (director and chief financial officer, Ontario) Mr. Yanch has over 14 years of experience in the public markets as a registered trader, consultant and also marketing/investor relations for public companies. He worked for a Canadian Investment Regulatory Organization-registered firm as a senior trader from 2012 to 2019, where he executed orders on behalf of clients, portfolio managers and/or firms for equities, options and commodities. He also oversaw all new issue/initial public offering trading. He holds a BBA from the University of Guelph in business administration with a specialization in finance along with a diploma from Humber College. In addition, he has postlicensing certifications such as the Canadian Securities Courses, Canadian Practices Handbook, Derivatives and Options Licensing, Portfolio Management Techniques, Financial Modeling Certification, Derivatives Fundamentals and Options Licensing Course, and Fixed Income Trading and Sales. Mr. Yanch has also co-founded two marketing agencies, and he currently runs a marketing/investor relations company called Guerilla Capital that runs under 2855322 Ontario Inc. He has acted as a consultant to over 50-plus public companies on many exchanges from 2019 to the present. He has also hosted numerous mining conferences for public companies. He has also completed the officers, partners, directors course from the Investment Funds Institute of Canada and has recently obtained his chartered investment manager accreditation. In addition, he has consulted for Complychain Solutions, a compliance company that advises firms on preregistration requirements, AML and continuing regulatory requirements for regulated firms and those seeking registration. Prior to his work in capital markets, he worked at his family-run oil company, a business that has been operating since 1904. Most recently, he has served as a director of Golden Rapture Mining from inception to June 24, and co-founded a nickel company, Nusa Nickel, with operations in Indonesia and plans to go public in 2025. Blair Wilson (director, British Columbia) Mr. Wilson has been the president and chief executive officer of Canadian ecoEquity Corp., a private leasing company since June, 1991. Mr. Wilson is also chief executive officer of Forbidden Spirits Distilling Corp., a public craft distillery located in Kelowna, B.C. Between June, 2004, and January, 2006, Mr. Wilson was a member of Parliament for West Vancouver -- Sunshine Coast -- Sea to Sky Country -- and between 1994 and 1996, was a director and chief financial officer of Pan Smak Pizza Inc., a company formerly listed on the TSX Venture Exchange. Mr. Wilson earned a bachelor of arts degree in political science from the University of Victoria and a chartered accountants designation from the Canadian Institute of chartered Accountants. Mr. Wilson was a member of the Chartered Professional Accountants of British Columbia until his resignation in 2016. Eugene Hodgson (director, British Columbia) Mr. Hodgson brings over 30 years of private and public sector experience. Mr. Hodgson began his public sector career in the Northwest Territories where he acted as senior policy adviser on resource-based projects. In the early 1980s, Mr. Hodgson served as executive assistant to the Minister of the Environment, Lands, Parks and Housing in the B.C. government. Mr. Hodgson holds a bachelor of arts degree from the University of Calgary. In addition, Mr. Hodgson has served on the board of directors of numerous corporations including Equitable Real Estate Investment Corp., Timmins Gold Corp. and Red Fund Capital Corp. (formerly Parana Copper Corp.), and is the former chairman of the board of governors of the Vancouver Community College. New incentive stock option plan Following completion of the transaction, the resulting issuer is expected to implement a new equity incentive plan, the terms and conditions of which will be implemented and determined by the board of directors of the resulting issuer and be in accordance with exchange policies. About Genesis Capital Corp. Genesis is a capital pool company that completed its initial public offering and obtained a listing on the exchange on or about Nov. 1, 2019 (trading symbol: REBL.P). Prior to entering into the LOI, Genesis did not carry on any active business activity other than reviewing potential transactions that would qualify as Genesis's qualifying transaction. About Nusa Nickel Corp. Nusa Nickel is North America's only revenue-generating nickel producer and licensed trader operating in Indonesia's world-leading nickel district. Its operations focus on the responsible sourcing, production and sale of lateritic nickel material, with a commitment to environmental stewardship and supporting local communities. In addition to its production activities, Nusa Nickel is a licensed nickel trader, enabling it to source and supply nickel ore from third party producers and expand its market footprint across Indonesia. All information in this press release relating to Nusa Nickel is the sole responsibility of Nusa Nickel. Management of Genesis has not independently reviewed this disclosure, nor has Genesis's management hired any third party consultants or contractors to verify such information. Nusa Nickel was incorporated on April 26, 2024, in accordance with the laws of the Province of Ontario. Nusa is a nickel mining company with producing assets located in Central Sulawesi, Indonesia. Nusa Nickel was incorporated in April, 2024, and is engaged in the production and trading of nickel in Indonesia. The company operates on a 2,641-hectare production permit located in Central Sulawesi, Indonesia. Under a joint operation agreement with the IUP permit holder, Nusa Nickel has developed a pilot 10-hectare portion of the property into production and holds a right of first refusal over approximately 700 hectares of the permitted area. Nusa Nickel holds all agreements and licences through its wholly owned Indonesian subsidiaries PT Nusa Nickel Corp. and PT Nusa Niaga Corp. PT Nusa Nickel Corp. holds the IUJP production licence and the joint operation agreement with the IUP permit holder. PT Nusa Niaga holds the IPP traders licence, enabling the company to source and sell nickel ore from third party producers. Selected financial information The following table sets out selected financial information for Nusa Nickel for the fiscal year ended Dec. 31, 2024, and the period ended June 30, 2025. Cautionary note As noted above, completion of the proposed transaction is subject to a number of conditions, including, without limitation, approval of the exchange, approval of the shareholders of Nusa Nickel and Genesis, and completion of the concurrent financing. Where applicable, the proposed transaction cannot close until the required approvals have been obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the proposed transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of the company, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Genesis on the exchange, if reinstated prior to completion of the proposed transaction, should be considered highly speculative. We seek Safe Harbor.