Mr. Dev Randhawa reports

GENESIS AI SIGNS OPTION TO BUY AI GEOINTELLIGENCE

Genesis AI Corp., effective Nov. 18, 2023, has entered into an option agreement to obtain the sole, immediate, exclusive and irrevocable six-month option to acquire 100 per cent of the issued and outstanding shares of AI GeoIntelligence.

AI GeoIntelligence is a Denver-based firm specializing in the use of artificial intelligence to extract actionable insights from forest data obtained by remote sensing technologies.

AI GeoIntelligence will provide Genesis AI with access to its operations and significant pipeline of opportunities in the mining, carbon and geospatial analysis projects in Australia. Operations include the means of gathering, processing and analyzing data, providing tree and plant speciation information, biomass for calculating carbon sink, tree health and fuel loading. These digital twins are expected to drive advancements in early wildfire detection, rapid response and sustainable land management, ultimately protecting lives, ecosystems and the planet.

"We are pleased to announce the signing of an option to acquire AI GeoIntelligence," said Devinder Randhawa, chief executive officer of Genesis AI, "as it will allow us to harness the best in the power of AI with the most advanced remote sensing technologies and techniques, providing Genesis AI with an unparalleled capability. This represents executing on one of our strategic initiatives to expand beyond North America and into other high-value markets that can benefit from our services."

"We're excited to deepen our partnership with Genesis AI," said Christopher D. Payne, CEO of AI GeoIntelligence. "Digital forests can provide vital intelligence to help protect and improve biological assets through improved carbon offsetting, forest management and wildfire mitigation."

Option specifics

Genesis AI will pay AI GeoIntelligence three $50,000 (U.S.) payments over the next six months in order to secure the option with payments as follows:

• Payments. To maintain the option in full force, the optionee shall pay, on or before the dates stipulated below:
• • Nov. 20, 2023 -- payment of $50,000 (U.S.);
  • Jan. 20, 2024 -- payment of $50,000 (U.S.);
  • March 20, 2024 -- payment of $50,000 (U.S.);
  • Payments may be accelerated at any time. Payments may be stopped after the first payment; however, in such event, this option agreement terminates.
• Option exercise. If the optionee has duly made all three payments to the optionor in accordance with the provisions of Section 5, the optionee shall have the right but not the obligation to purchase 100 per cent of the shares of optionor on the basis of the following formula:
• • One time the optionor's share of expected revenue in any contract(s) if signed within six months of the effective date, with such payment capped at $5-million (U.S.), and with such payment made as to 10 per cent in cash and 90 per cent in common shares of optionee priced at a 10-per-cent discount to the closing price of the shares on the Canadian Securities Exchange as of the effective date;
  • In the event there are no contracts signed within six months of the effective date, and the option is exercised, then the purchase price is $1-million (U.S.) with payments being made as to 10 per cent in cash and 90 per cent in common shares of optionee priced as per above formula;
  • If the option has been exercised, and in the event a contract(s) is signed after six months and before 12 months of the effective date, then a second payment of 0.5 times the optionor's share of expected revenue shall be paid with such payment being made as to 10 per cent in cash and 90 per cent in common shares of optionor priced at a 10-per-cent discount to the closing averages of the previous 10-day trades.

About Genesis AI Corp.

Genesis AI is a proprietary generative AI model in development, building digital twins for real-world natural resources applications. Digital twins can be manipulated and studied in computer-generated worlds, with the influence of deep machine learning and neural networks, providing disruptive real-world problem solving. Genesis AI is pursuing opportunities in the precision geospatial, forestry analytics, mining exploration and carbon sector through AI. The company is also developing tools to help predict forest fire behaviour, speed up response times when it most counts and build more resilient forests through effective management.

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