Mr. Blair Wilson reports

GENESIS ACQUISITION CORP. ENTERS INTO BUSINESS COMBINATION AGREEMENT WITH NUSA NICKEL CORP.

Genesis Acquisition Corp. has entered into a definitive business combination agreement dated Nov. 21, 2025, with Nusa Nickel Corp. pursuant to which the parties would complete their previously announced (see news release of Aug. 15, 2025) arm's-length business combination transaction.

The definitive agreement contemplates Genesis and Nusa Nickel undertaking the proposed transaction, which would be completed by way of a three-cornered amalgamation under the Business Corporations Act (Ontario). As a result of the proposed transaction, a wholly owned subsidiary of Genesis (Subco) would amalgamate with Nusa Nickel to form a single entity, which would be a wholly owned subsidiary of Genesis, and the current shareholders of Nusa Nickel would own a majority of the issued and outstanding resulting issuer shares (as defined herein).

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) is expected to be converted into one issued, fully paid and non-assessable common share in the share capital of the resulting issuer. Upon completion of the amalgamation and assuming completion of the minimum financing (as defined below) and the share split (as defined below), existing holders of Genesis shares are anticipated to hold, in the aggregate, 6,000,016 resulting issuer shares, representing approximately 10.33 per cent of the outstanding resulting issuer shares, former holders of Nusa Nickel shares are expected to hold, in the aggregate, 42,077,500 resulting issuer shares, representing approximately 72.45 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing are expected to hold, in the aggregate, 10 million resulting issuer shares, representing approximately 17.22 per cent of the outstanding resulting issuer shares. Upon completion of the amalgamation and assuming completion of the maximum financing (as defined below) and the split, existing Genesis shareholders 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, 42,077,500 resulting issuer shares, representing approximately 66.71 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing are expected to hold, in the aggregate, 15 million resulting issuer shares, representing approximately 23.78 per cent of the outstanding resulting issuer shares.

Prior to completion of the proposed transaction, it is intended that 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.

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) the completion of the concurrent financing (as defined below); (ii) the approval by the shareholders of Nusa Nickel to complete the proposed transaction; and (iii) receipt of all requisite regulatory, stock exchange, court or governmental authorizations and consents, including from the TSX Venture Exchange.

Subject to satisfaction or waiver of the condition's precedent referred to in the definitive agreement, Genesis and Nusa Nickel anticipate the proposed transaction will be completed on or before Feb. 28, 2026.

The proposed transaction will constitute an arm's-length transaction, and, as such, the business combination will not require approval by the shareholders of Genesis. A filing statement is being prepared in connection with the proposed transaction. If completed, the proposed transaction will constitute the qualifying transaction of Genesis as such term is defined in Policy 2.4 of the exchange and will continue the business of Nusa Nickel as a mining issuer.

Proposed concurrent financing

Prior to or concurrent with completion of the proposed transaction, Nusa Nickel will complete a private placement of Nusa Nickel subscription receipts for minimum aggregate gross proceeds of $2-million and up to maximum aggregate gross proceeds of $3-million. It is anticipated that the subscription receipts will be offered at a price of 20 cents per subscription receipt.

Upon satisfaction of the certain escrow release conditions (which shall be set forth in a subscription receipt agreement governing the subscription receipts), each subscription receipt shall be deemed to be exercised, without payment of any additional consideration and, subject to adjustment, into one Class A common share in the capital of Nusa Nickel.

The proceeds from the concurrent financing are expected to be used to finance the costs associated with completing the proposed transaction and for general working capital for the resulting issuer. It is currently contemplated that the concurrent financing will be completed on a non-brokered basis, and Nusa Nickel anticipates that fees will be payable to eligible finders and/or brokers consisting of cash commission and finder warrants. A further information concerning the concurrent financing is expected to be included in a subsequent press release.

Trading halt

In accordance with exchange policies, trading in the Genesis's shares has been halted. Trading is expected to remain halted until, at the earliest, the completion of the proposed transaction.

About Genesis Acquisition Corp.

Genesis is a capital pool company (as defined in exchange Policy 2.4). Prior to entering into the letter of intent, Genesis did not carry on any active business activity other than reviewing potential transactions that would qualify as Genesis's qualifying transaction.

Genesis intends that the proposed transaction will constitute its qualifying transaction as such term is defined in the policies of the exchange.

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.

Nusa Nickel's 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.

We seek Safe Harbor.