Genesis Acquisition Corp. Announces Non-Brokered Private Placement

Executive Summary

• Genesis Acquisition Corp. announced a non‑brokered private placement of up to 1,825,000 common shares at $0.20 per share, targeting gross proceeds of $325,000.
• Net proceeds are earmarked to fund costs associated with the pending Qualifying Transaction with Nusa Nickel Corp. and to provide a loan of up to $162,500 to Nusa (8.5% interest, 1‑year term, secured against Nusa assets).
• The company also extended deadlines for Nusa’s delivery of audited financial statements (now Feb 13, 2026) and technical report (now Feb 28, 2026).

Key Details

• Offering Size: Up to 1,625,000 common shares (subject to TSXV approval).
• Price per Share: $0.20.
• Gross Proceeds Target: $325,000.
• Hold Period: Shares subject to a four‑month and one‑day hold period under Canadian securities law and TSXV policies.
• Use of Proceeds:
• Cover costs related to completing the previously announced Qualifying Transaction with Nusa Nickel Corp.
• Provide a loan of up to $162,500 to Nusa.
• Loan Terms (proposed):
• Interest Rate: 8.5% per annum.
• Maturity: 1 year from the date funds are advanced.
• Security: Secured against Nusa’s assets.
• Forgiveness Clause: May be forgiven if the Qualifying Transaction does not close, subject to required approvals.
• Related Party Participation: Directors and officers may participate; such participation would constitute a related‑party transaction under MI 61‑101.
• Extension Agreements with Nusa:
• Audited financial statements delivery deadline moved from Jan 30 2026 → Feb 13 2026.
• Technical report delivery deadline moved from Jan 31 2026 → Feb 28 2026.
• Regulatory Conditions: Completion of the private placement and loan is contingent upon TSXV approval and receipt of all other requisite approvals.

Notable Quotes

(No direct quotes were provided in the release.)