Genesis Acquisition Corp, a capital pool company trading on TSX Venture Exchange under the ticker REBL.P, has signed a definitive business combination agreement with Nusa Nickel Corp dated November 21, 2025. The arrangement was previously announced in an August 15, 2025 news release.
The transaction will proceed through a three-cornered amalgamation under Ontario's Business Corporations Act. A Genesis subsidiary will merge with Nusa Nickel to create a wholly-owned Genesis subsidiary, with current Nusa Nickel shareholders holding the majority stake in the resulting entity.
Each Nusa Nickel common share will convert into one common share of the resulting issuer. Following completion, and assuming the minimum financing is secured, Genesis shareholders are projected to hold approximately 10.33% of outstanding shares, Nusa Nickel shareholders approximately 72.45%, and concurrent financing investors approximately 17.22%.
Prior to completion, Genesis will execute a share split at a ratio of 1.6438 post-split shares for every one pre-split share. The transaction requires various approvals, including Nusa Nickel shareholder consent, TSX Venture Exchange authorization, and satisfaction of regulatory conditions. Completion is anticipated by February 28, 2026.
Nusa Nickel plans a private placement raising minimum gross proceeds of $2,000,000 and maximum proceeds of $3,000,000. Subscription receipts will be offered at $0.20 each, converting to Class A common shares upon escrow release conditions being met.
Trading in Genesis shares has been halted pending completion of the transaction.
"Nusa Nickel is North America's only revenue-generating nickel producer and licensed trader operating in Indonesia's world-leading nickel district."
Genesis is a capital pool company with no active business operations prior to this transaction announcement.
This release contains forward-looking statements based on current management expectations, including statements regarding the proposed business combination, concurrent financing, and anticipated completion timeline. Forward-looking statements involve known and unknown risks and uncertainties, including potential financing challenges, regulatory approval uncertainty, and commodity price volatility, and actual results may differ materially. No assurance exists that the transaction will complete as proposed, or at all.
The securities described in this release have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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