Original News Release
SEDAR Interim Financial Statements
1394-4634-3451, v. 1 Genesis Acquisition Corp. Consolidated Financial Statements (un-audited) For the Three and Six Months Ended November 30, 2025, and 2024 (Expressed in Canadian Dollars) 1394-4634-3451, v. 1 NOTICE TO READER Pursuant to National Instrument 51-102, Part 4, subsection 4.3(3)(a) issued by the Canadian Securities Administrators, if an auditor has not performed a review of condensed interim financial statements, they must be accompanied by a notice indicating that the condensed interim financial statements have not been reviewed by an auditor. The condensed interim financial statements of Genesis Acquisition Corp. (the “Company”) for the three and six months ended November 30, 2025, have been prepared by and are the responsibility of the Company's management. The Company's independent auditors have not performed a review of these condensed interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of condensed interim financial statements by an entity’s auditor. The accompanying notes are an integral part of these condensed interim financial statements 1 1394-4634-3451, v. 1 GENESIS ACQUISITION CORP. CONDENSED INTERIM STATEMENTS OF FINANCIAL POSITION (un-audited) As at November 30, 2025, and May 31, 2025 (Expressed in Canadian Dollars) Note November 30 2025 May 31 2025 ASSETS Current Cash and cash equivalents 5 $ 58,492 $ 112,945 Prepaids 2,296 292 Receivables 12,543 9,997 Total Assets $ 73,331 $ 123,234 LIABILITIES AND SHAREHOLDERS' EQUITY Current Trade and other payables 12,355 14,043 Shareholders' Equity Share Capital 6 502,700 502,700 Contributed surplus 7 131,300 131,300 Deficit (573,024) (524,809) Total Shareholders' Equity 60,976 109,191 Total Liabilities and Shareholders' Equity $ 73,331 $ 123,234 Corporation information – (Note 1) Proposed qualifying transaction – (Note 12) Approved on behalf of the Board of Directors Signed “Blair Wilson” Signed “Jason McDougall” Director Director The accompanying notes are an integral part of these condensed interim financial statements 2 1394-4634-3451, v. 1 GENESIS ACQUISITION CORP. CONDENSED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (un-audited) For the Three and Six Months Ended November 30 (Expressed in Canadian Dollars) Three Months Ended Six Months Ended November 30 November 30 Note 2025 2024 2025 2024 Expenses Administrative and general 8 $ 21,564 $ 10,439 $ 49,022 $ 16,319 Total expenses (21,564) (10,439) (49,022) (16,319) Other income and expenses Interest income 318 911 807 1,904 Net loss and comprehensive loss for the period $ (21,247) $ (9,528) $ (48,215) $ (14,415) Loss per share for the period - basic and diluted 10 $ (0.01) $ (0.00) $ (0.02) $ (0.01) The accompanying notes are an integral part of these condensed interim financial statements 3 1394-4634-3451, v. 1 GENESIS ACQUISITION CORP. CONDENSED INTERIM STATEMENTS OF CHANGES IN EQUITY (unaudited) For the Six Months Ended November 30 (Expressed in Canadian Dollars) Note Share Capital Contributed Surplus Accumulated Deficit Total Balance May 31, 2024 $ 502,700 $ 131,300 $ (482,830) $ 151,170 Net loss for the period 9 - - (14,415) (14,415) Balance November 30, 2024 $ 502,700 $ 131,300 $ (497,245) $ 136,755 Note Share Capital Contributed Surplus Accumulated Deficit Total Balance May 31, 2025 $ 502,700 $ 131,300 $ (524,809) $ 109,191 Net loss for the period - - (48,215) (48,215) Balance November 30, 2025 $ 502,700 $ 131,300 $ (5
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73,024) $ 60,976 The accompanying notes are an integral part of these condensed interim financial statements 4 1394-4634-3451, v. 1 GENESIS ACQUISITION CORP. CONDENSED INTERIM STATEMENTS OF CASH FLOWS (un-audited) For the Six Months Ended November 30 (Expressed in Canadian Dollars) Note 2025 2024 OPERATING ACTIVITIES Loss for the period 9 $ (48,215) $ (14,415) Changes in non-cash working capital Receivables (2,546) (922) Prepaid expenses and advances (2,004) - Trade and other payables (1,688) 2,199 Cash used in operating activities (54,453) (13,138) Decrease in cash during the period (54,453) (13,138) Cash beginning of the period 112,945 140,820 Cash end of the period $ 58,492 $ 127,682 GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2025, AND 2024 (Expressed in Canadian Dollars) 5 1. CORPORATION INFORMATION Genesis Acquisition Corp. (the “Company” or “Genesis Acquisition”) was incorporated on April 12, 2019, by Certificate of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia). The Company is classified as a Capital Pool Company (“CPC”) as defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Company is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising an option or by any concomitant transaction. The purpose of such an acquisition is to satisfy the related conditions of a qualifying transaction under the Exchange rules. The head office and registered office of the Company is located at 301 – 1665 Ellis Street, Kelowna, BC V1Y 2B3. The Company issued 1,350,000 common shares for an amount of $135,000 and the Company’s prospectus for an Initial Public Offering (“IPO”) of the Company’s common shares was receipted by the regulatory authorities. The gross proceeds raised from the IPO may only be used to identify a “Qualifying Transaction”, as such term is defined in Exchange Policy 2.4 with the exception that a maximum of $3,000 per month may be spent on reasonable general and administrative expenses of the Company. The Company’s shares commenced trading on November 1, 2019, under the symbol REBL.P. Where an acquisition or participation is warranted, additional funding may be required. The ability of the Company to fund its potential future operations and commitments is dependent upon the ability of the Company to obtain additional financing. There is no assurance that the Company will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the Exchange, at which time the Exchange may suspend or de-list the Company’s shares from trading. 2. BASIS OF PREPARATION These condensed interim financial statements for the three and six-month period ended November 30, 2025, have been prepared in accordance with IAS 34 Interim Financial Reporting. These condensed interim financial statements follow the same accounting policies and methods of application of the Company’s most recent annual financial statements. They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the Company’s May 31, 2025, annual financial statements which have been prepared in accordance with IFRS Accounting Standards as issued by the In
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ternational Accounting Standards Board (“IFRS Accounting Standards”). The financial statements were authorized for issue by the Board of Directors on January 29, 2026. These condensed interim financial statements have been prepared on the historical cost basis except for financial instruments measured at fair value. The condensed interim financial statements are presented in Canadian dollars (“CDN”), which is the Company’s functional currency. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2025, AND 2024 (Expressed in Canadian Dollars) 6 2. BASIS OF PREPARATION (cont’d) The preparation of condensed interim financial statements in compliance with IFRS Accounting Standards requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to these condensed interim financial statements are disclosed in Note 4. 3. MATERIAL ACCOUNTING POLICIES The significant accounting policies applied in the preparation of these condensed interim financial statements are consistent with the accounting policies disclosed in Note 3 of the Company’s audited financial statements for the year ended May 31, 2025. These condensed interim financial statements should be read in conjunction with the audited financial statements of the Company for the year ended May 31, 2025. 4. ESTIMATES AND JUDGEMENTS The preparation of the condensed interim financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. These condensed interim financial statements are not subject to significant judgements. Estimates The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the condensed interim financial statements are: Taxes Provisions for taxes are made using the best estimate of the amount expected to be paid based on a qualitative assessment of all relevant factors. The Company reviews the adequacy of these provisions at the end of the reporting period. However, it is possible that at some future date an additional liability could result from audits by taxing authorities. Where the final outcome of these tax-related matters is different from the amounts that were initially recorded, such differences will affect the tax provisions in the period in which such determination is made. 5. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash on hand, demand deposits with financial institutions, and other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. Cash at banks earns interest at floating rates based on daily bank deposit rates. Pursuant to cash equivalents, the Company recognized $807 (2024 - $1,904) of interest. GENESIS ACQUISITION
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CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2025, AND 2024 (Expressed in Canadian Dollars) 7 6. RECEIVABLES Sales tax receivable represents input tax credits arising from sales tax levied on the supply of goods purchased or services received in Canada. November 30 May 31 2025 2025 Sales taxes receivable $ 12,544 $ 8,585 $ 12,544 $ 8,585 7. SHARE CAPITAL Common Shares During the three and six months ended November 30, 2025, and 2024, there were no share issuances. Escrow Shares As at November 30, 2025, there were 1,484,000 (May 31, 2024 – 1,484,000) common shares held in escrow. These common shares will be held in escrow until completion of a Qualifying Transaction. 10% of the common shares will be released on the issuance of the Final Exchange Bulletin and an additional 15% will be released on each six-month anniversary thereafter unless otherwise permitted by the Exchange. 8. SHARE BASED PAYMENTS During the period ended November 30, 2025, and November 30, 2024, there were no options granted. As at November 30, 2025, 365,000 (May 31, 2025 - 365,000) options were outstanding and exercisable with a weighted average remaining contractual life of 3.92 (May 31, 2025 – 4.42) years as follows: Expiry Date Exercise Price Outstanding Exercisable October 2029 $0.20 365,000 365,000 GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2025, AND 2024 (Expressed in Canadian Dollars) 8 9. ADMINISTRATIVE AND GENERAL Three Months Ended Six Months Ended November 30 November 30 2025 2024 2025 2024 Administrative and General Expenses Accounting and legal $ 15,091 $ 2,325 $ 29,703 $ 4,674 Office and administration fees 3,959 2,447 11,045 5,978 Regulatory and transfer agent fees 2,515 5,667 2,515 5,667 Shareholder information - - 275 - Travel - - 5,485 - $ 21,565 $ 10,439 $ 49,022 $ 16,319 10. RELATED PARTY TRANSACTIONS Key management personnel consist of officers and directors of the Company. Other than stock options granted to directors in the prior years, no compensation was paid to key management personnel during the current or previous year. Transactions with related parties are incurred in the normal course of business and initially measured at fair and subsequently at amortized cost. 11. LOSS PER SHARE Three Months Ended Six Months Ended November 30 November 30 2025 2024 2025 2024 Net loss attributable to ordinary shareholders ($21,247) ($9,528) ($48,215) ($14,415) Weighted average number of common shares 2,166,000 2,166,000 2,166,000 2,166,000 Basic and diluted loss per share $ (0.01) $ (0.00) $ (0.02) $ (0.01) The dilutive securities for the three and six months ended November 30, 2025, and 2024, have no dilutive effect as the Company incurred losses in these periods. 12. PROPOSED QUALIFYING TRANSACTION On July 22, 2025, the Company entered into a letter of intent (as amended, the “LOI”) with respect to an arm’s length business combination transaction (the “Proposed Transaction”) with Nusa Nickel Corp. (“NNC”). The LOI was superseded by a definitive business combination agreement among the Company, NNC and a wholly-owned subsidiary of the Company on November 21, 2025 (as amended, the “Definitive Agreement”). NNC is a company incorporated under the laws of the Province of Ontario, Canada, that is a nickel mining company with operations in Central Sulawesi, Indonesia. The purpose of the Proposed Transaction is the cre
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ation of a public, TSX Venture Exchange-listed, company to expand and explore NNC's Nickel Island project situated within the East Sulawesi Ophiolite Belt in Indonesia. GENESIS ACQUISITION CORP. NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2025, AND 2024 (Expressed in Canadian Dollars) 9 12. PROPOSED QUALIFYING TRANSACTION (cont’d) Genesis intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term is defined in policy 2.4 of the TSX Venture Exchange (the “Exchange”). Upon completion of the Proposed Transaction, the Company expects that the Resulting Issuer (as defined in Exchange Policy 2.4) will be named Nusa Nickel Corp. and will be listed as a Tier 2 Issuer on the Exchange. Summary of the Qualifying Transaction The Definitive Agreement contemplates Genesis and NNC undertaking an arm's length business combination transaction, to be completed by way of a “three-cornered amalgamation”. Upon completion of the Proposed Transaction, the current shareholders of NNC will own a majority of the issued and outstanding shares of the Resulting Issuer. Share Capital of the Resulting Issuer It is contemplated that immediately prior to the completion of the Proposed Transaction Genesis would effect a share split of its common shares at a ratio of 1.6438 post-split common shares for each one (1) pre-split common share (the “Share Split”). Other than with respect of the Share Split, none of the terms of any outstanding securities of Genesis would be amended, prior to the completion of the Proposed Transaction and Genesis would honour all its outstanding obligations to issue securities, including, without limitation, all incentive stock options held by directors and officers of Genesis. NNC Financing NNC will use its commercially reasonable efforts to complete a concurrent financing for minimum gross proceeds of $2,000,000 and a maximum gross proceeds of $3,000,000 through the issuance of subscription receipts at a minimum price of $0.20 per subscription receipt (the “Financing”), or such other amount and/or terms as may be required or permitted by the Exchange. Each subscription receipt is expected to convert into one common share of the Resulting Issuer, with an optional warrant structure to be mutually agreed upon by the parties, and approved by the Exchange, prior to the closing of the Financing. In addition to equity-based financing, alternative forms of financing may be considered, including but not limited to debt financing, convertible debt, or other instruments; provided, however, that no such alternative financing method shall be pursued without the prior written consent of both parties and the approval of the Exchange.
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