00:16:29 EDT Fri 15 May 2026
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Genesis Acquisition arranges $300,000 private placement

2026-05-14 21:08 ET - News Release

Mr. Blair Wilson reports

GENESIS ACQUISITION CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF SUBSCRIPTION RECEIPTS

Subject to the approval of the TSX Venture Exchange, Genesis Acquisition Corp. intends to complete a non-brokered private placement of up to 1.5 million subscription receipts of the company at a price of 20 cents per subscription receipt for aggregate gross proceeds of $300,000. The subscription receipts are being issued in connection with the company's previously announced proposed qualifying transaction (as defined in the policy) with Nusa Nickel Corp.

Upon satisfaction of applicable escrow release conditions, including, without limitation, satisfaction of all necessary conditions precedent to complete the proposed transaction, each subscription receipt will be automatically converted for one postsplit (as defined below) unit of the company without payment of any additional consideration and without further action on the part of the holder. Each underlying unit will consist of one postsplit common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder to purchase, subject to adjustment, one additional postsplit common share at a price of 35 cents for a period of 24 months following the satisfaction of the escrow release conditions.

On the closing date, the gross proceeds raised in connection with the offering will be delivered to and held in escrow on behalf of the subscribers by Endeavor Trust Corp. pending the satisfaction of certain escrow release conditions and in accordance with the provisions of a subscription receipt agreement to be entered into between the company and the subscription receipt agent. If the escrow release conditions are not satisfied or waived on or before 5 p.m. Toronto time on the date that is 90 days following the closing date (as the same may be extended for a period of 30 days upon notice provided by the company to the subscription receipt agent or in accordance with the terms of the subscription receipt agreement), or if the company or Nusa Nickel announces to the public that it does not intend to satisfy any one or more of the escrow release conditions, the subscription receipts will be cancelled without any further action on the part of the holders thereof, and the subscription receipt agent will return to each holder of subscription receipts an amount equal to the subscription amount paid by such holder plus such holder's pro rata share of any interest or other income earned on the escrowed funds, less applicable withholding taxes, if any.

In connection with the completion of the proposed transaction, the company anticipates effecting a split of its common shares on the basis of 1.64384 postsplit common shares for every one presplit common share. The underlying units will be issued on a postsplit basis.

Closing of the offering is subject to certain customary conditions, including, without limitation, approval of the TSX Venture Exchange, and all of the securities issued under the offering will be subject to a four-month-and-one-day statutory hold period.

The company anticipates that the resulting issuer (as defined in the policy) will use the cash proceeds to finance mining operations, trading operations, marketing and investor relations, and working capital and general corporate purposes.

About Genesis Acquisition Corp.

The company is a capital pool company created pursuant to the policies of the TSX-V. It does not own any assets, other than cash or cash equivalents. The principal business of the company is to identify and evaluate opportunities for the acquisition of an interest in assets or businesses and, once identified and evaluated, to negotiate an acquisition or participation subject to acceptance by the TSX-V so as to complete a qualifying transaction (as such term is defined in the policy) in accordance with the policies of the TSX-V.

We seek Safe Harbor.

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