Genesis Acquisition Corp. Announces Non-Brokered Private Placement

(TheNewswire)

Kelowna, British Columbia, February 9, 2026 – TheNewswire- Genesis Acquisition Corp. (TSXV: REBL.P) (the "Company"), acapital pool company pursuant to Policy 2.4 –Capital Pool Companies(the "Policy") of the TSX Venture Exchange (the"TSXV"), announces that, subject to the approval of the TSXV,it intends to complete a non-brokered private placement of up to1,625,000 common shares of the Company at a price of $0.20 per share(the "OfferedShares"), to raise up to $325,000 in grossproceeds (the "Private Placement").

The Offered Shares will be subject to a four-month andone day hold period pursuant to securities laws in Canada and, whereapplicable, the policies of the TSXV. The Company intends to use aportion of the net proceeds from the Private Placement to pay forcosts associated with proceeding to completion of its previouslyannounced Qualifying Transaction (as defined in the Policy) with Nusa Nickel Corp. (“Nusa”).  TheCompany also anticipates loaning up to $162,500 of the net proceeds ofthe Private Placement to Nusa (the “Loan”). It iscurrently contemplated that the Loan would bear interest at a rate of8.5% per annum, mature one (1) year from the date the funds areadvanced and be secured against the assets of Nusa. It is furtheranticipated that the Loan would be forgiven in certain circumstancesif the proposed Qualifying Transaction is not completed.  Any suchLoan will be contingent upon the receipt of all requisite approvals,including the approval of the TSXV.

The Company currently anticipates that certain of itsdirectors and officers may participate in the Private Placement. Insuch event, the Private Placement would beconsidered to be a related party transaction within the meaning ofMultilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions.

The Company also announces that on January 30, 2026, itentered into a letter agreement with Nusa pursuant to which theparties agreed to extend the dates pursuant to which Nusa is requiredto deliver audited financial statements and a technical report fromJanuary 30, 2026 and January 31, 2026, respectively, to February 13,2026 and February 28, 2026, respectively.

About Genesis AcquisitionCorp.

The Company is a capital pool company created pursuant to the policies of the TSXV. It does not own any assets,other than cash or cash equivalents. The principal business of theCompany is to identify and evaluate opportunities for the acquisitionof an interest in assets or businesses and, once identified andevaluated, to negotiate an acquisition or participation subject toacceptance by the TSXV so as to complete a Qualifying Transaction (assuch term is defined in the Policy) in accordance with the policies ofthe TSXV.

ON BEHALF OFTHE BOARD OF DIRECTORS:

Charles Blair Wilson

CEO and Director

Email:        [email protected]

Phone:        250-317-0996

Disclaimer for Forward-LookingInformation

This press release containsstatements which constitute "forward-looking information"within the meaning of applicable securities laws, including statementsregarding the plans, intentions, beliefs and current expectationsof the Company with respect to future businessactivities and operating performance. Forward-looking informationis often identified by the words "may", "would","could", "should", "will","intend", "plan", "anticipate","believe", "estimate", "expect" orsimilar expressions and includes information regarding the PrivatePlacement, including the use of proceeds therefrom, and all otherstatements that are not historical in nature.

Investors are cautioned thatforward-looking information is not based on historical facts butinstead reflect the Company’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions andestimates of management considered reasonable at the date the statements are made. Although theCompany believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, andundue reliance should not be placed on such information, as unknown orunpredictable factors could have material adverse effects on futureresults, performance or achievements of the Company. Among the key factors that could cause actual results to differ materiallyfrom those projected in the forward-lookinginformation is the approval of the TSXV for the Private Placement andthe Loan and the terms upon which the Private Placement and the Loanmay be completed. Thisforward-looking information maybe affected by risks and uncertainties in the business of the Company and market conditions.

Should one or more of these risks or uncertainties materialize, orshould assumptions underlying the forward-looking information prove incorrect, actual results may varymaterially from those described herein as intended, planned,anticipated, believed, estimated or expected. Although the Companyhave attempted to identify important risks, uncertainties and factorswhich could cause actual results to differ materially, there may beothers that cause results not to be as anticipated, estimated orintended. The Company does not intend, and does not assume anyobligation, to update this forward-looking information except asotherwise required by applicable law.

Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this press release.

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