Genesis Acquisition Corp. Enters Into Business Combination Agreement With Nusa Nickel Corp.

(TheNewswire)

November 25, 2025 – TheNewswire- Kelowna, British Columbia, Canada (TSX.V: REBL.P the “ Company ” or “Genesis” ), acapital pool company (a “ CPC ”), is pleased to announce that it hasentered into a definitive business combination agreement (the“ DefinitiveAgreement ”) dated November 21, 2025 with NusaNickel Corp. (“ NusaNickel ”) pursuant to which the parties wouldcomplete their previously announced (see news release of August 15,2025) arm’s-length business combination transaction (the“ Proposed Transaction ”).

The Definitive Agreement contemplates Genesis and NusaNickel undertaking the Proposed Transaction, which would be completedby way of a three-cornered amalgamation under the Business Corporations Act (Ontario) (the “ Amalgamation ”). As a result of the ProposedTransaction, a wholly-owned subsidiary of Genesis (“ Subco ”) wouldamalgamate with Nusa Nickel to form a single entity, which would be awholly-owned subsidiary of Genesis (the “ Resulting Issuer ”)and the current shareholders of Nusa Nickel would own a majority ofthe issued and outstanding Resulting Issuer Shares (as definedherein).

Each common share in the capital of Nusa Nickel (the“ Nusa NickelShares ”) outstanding immediately prior to thecompletion of the Proposed Transaction (other than Nusa Nickel Sharesheld by shareholders of Nusa Nickel (“ Nusa Nickel Shareholders ”) who exercise their dissent rights) is expected to beconverted into one (1) issued, fully paid and non-assessable commonshare in the share capital of the Resulting Issuer (“ Resulting Issuer Shares ”). Upon completion of the Amalgamation, and assumingcompletion of the Minimum Financing (as defined below) and the ShareSplit (as defined below), existing holders of Genesis Shares (the“ GenesisShareholders ”) are anticipated to hold, in theaggregate, 6,000,016 Resulting Issuer Shares, representingapproximately 10.33% of the outstanding Resulting Issuer Shares,former holders of Nusa Nickel Shares are expected to hold, in theaggregate, 42,077,500 Resulting Issuer Shares,representing approximately 72.45% of the outstanding Resulting IssuerShares and investors under the Concurrent Financing are expected tohold, in the aggregate, 10,000,000 Resulting Issuer Shares,representing approximately 17.22% of the outstanding Resulting IssuerShares. Upon completion of the Amalgamation, and assuming completionof the Maximum Financing (as defined below) and the Split, existingGenesis Shareholders are anticipated to hold, in the aggregate6,000,016 Resulting Issuer Shares, representing approximately 9.51% ofthe outstanding Resulting Issuer Shares, former holders of Nusa NickelShares are expected to hold, in the aggregate, 42,077,500 Resulting Issuer Shares, representing approximately 66.71% ofthe outstanding Resulting Issuer Shares and investors under theConcurrent Financing are expected to hold, in the aggregate,15,000,000 Resulting Issuer Shares, representing approximately 23.78%of the outstanding Resulting Issuer Shares.

Prior to completion of the Proposed Transaction, it isintended that each common share in the capital of Genesis (the“ Genesis Shares ”) outstanding immediately prior to the completion of theProposed Transaction would be split at a ratio of 1.6438 post-splitGenesis Shares for every one (1) pre-split Genesis Share (the“ Share Split ”).

The completion of the Proposed Transaction is subjectto the satisfaction of various conditions that are standard for atransaction of this nature, including but not limited to (i) thecompletion of the Concurrent Financing (as defined below); (ii) theapproval by the shareholders of Nusa Nickel to complete the ProposedTransaction, and (iii) receipt of all requisite regulatory, stockexchange, court or governmental authorizations and consents, includingthe TSX Venture Exchange (the “ Exchange ”) .

Subject to satisfaction or waiver of the condition’sprecedent referred to in the Definitive Agreement, Genesis and NusaNickel anticipate the Proposed Transaction will be completed on orbefore February 28 ,2026.

The Proposed Transaction will constitute anarm’s-length transaction, and as such, the business combination willnot require approval by the shareholders of Genesis. A filingstatement is being prepared in connection with the ProposedTransaction. If completed, the Proposed Transaction will constitutethe "Qualifying Transaction" of Genesis as such term isdefined in Policy 2.4 of the Exchange and will continue the businessof Nusa Nickel as a “mining” issuer.

Proposed Concurrent Financing

Prior to or concurrent withcompletion of the Proposed Transaction, Nusa Nickel will complete a private placement (the “ Concurrent Financing ”) of Nusa Nickel subscription receipts (the “ Subscription Receipts ”) for minimum aggregate gross proceeds of $2,000,000 (the“ MinimumFinancing ”) and up to maximum aggregate grossproceeds of $3,000,000 (the “ Maximum Financing ”) . It is anticipated that theSubscription Receipts will be offered at a price of $0.20 perSubscription Receipt.

Upon satisfaction of the certain escrow release conditions (which shall be set forth in a subscriptionreceipt agreement governing the Subscription Receipts) eachSubscription Receipt shall be deemed to be exercised, without paymentof any additional consideration and subject to adjustment, one (1)Class A Common share in the capital of Nusa Nickel of Nusa Nickel (a “ Common Share ”).

The proceeds from the Concurrent Financing are expectedto be used to fund the costs associated with completing the ProposedTransaction and for general working capital for the ResultingIssuer. It is currently contemplated that theConcurrent Financing will be completed on a non-brokered basis andNusa Nickel anticipates that fees will be payable to eligible findersand/or brokers consisting of cash commission and finder warrants. Afurther information concerning the Concurrent Financing is expected tobe included in a subsequent press release.

Trading Halt

In accordance with Exchange policies, trading in theGenesis's Shares has been halted. Trading is expected to remainhalted until, at the earliest, the completion of the ProposedTransaction.

About Genesis AcquisitionCorp.

Genesis is a Capital Pool Company (as defined inExchange Policy 2.4). Prior to entering into the LOI, Genesis did notcarry on any activebusiness activity other than reviewing potential transactions thatwould qualify as Genesis's Qualifying Transaction.

Genesis intends that the Proposed Transaction willconstitute its Qualifying Transaction, as such term is defined in thepolicies of the Exchange.

About Nusa Nickel Corp.

Nusa Nickel is North America's onlyrevenue-generating nickel producer and licensed trader operating inIndonesia's world-leading nickel district.

Nusa Nickel’s operations focus on the responsiblesourcing, production, and sale of lateritic nickel material, with acommitment to environmental stewardship and supporting localcommunities. In addition to its production activities, Nusa Nickel isa licensed nickel trader, enabling it to source and supply nickel orefrom third-party producers and expand our market footprint acrossIndonesia.

Cautionary Note

As noted above, completion of the Proposed Transactionis subject to a number of conditions including, without limitation,approval of the Exchange, approval of the shareholders of Nusa Nickeland Genesis and completion of the Concurrent Financing. Whereapplicable, the Proposed Transaction cannot close until the requiredapprovals have been obtained. There can be no assurance that theProposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed inthe continuous disclosure document containing full, true and plaindisclosure regarding the Proposed Transaction, required to be filedwith the securities regulatory authorities having jurisdiction overthe affairs of the Company, any information released or received with respect to theProposed Transaction may not be accurate or complete and should not berelied upon. The trading in the securities of Genesis on the Exchange,if reinstated prior to completion of the Proposed Transaction, shouldbe considered highly speculative.

Each of Genesis and Nusa Nickel will bear their owncosts in respect of the Proposed Transaction; provided, however thatNusa Nickel shall be responsible for paying all costs and fees payableto the Exchange in connection with their review of the ProposedTransaction and matters ancillary thereto.

ON BEHALF OF THE BOARD OFDIRECTORS:

Blair Wilson, Chief Executive Officer andDirector

For further information please contact:

Blair Wilson

Tel: 250-317-0996

Email: charlesblairwilson@gmail.com

Disclaimer for Forward-LookingInformation

This news release contains forward-looking statementsand information that are based on the beliefs of management andreflect Genesis's current expectations. When used in this newsrelease, the words "estimate", "project","belief", "anticipate", "intend","expect", "plan", "predict","may" or "should" and the negative of these wordsor such variations thereon or comparable terminology are intended toidentify forward-looking statements and information. Theforward-looking statements and information in this news releaseinclude information relating to the business plans of Genesis, NusaNickel, and the Resulting Issuer, the Concurrent Financing, and the ProposedTransaction (including Exchange approval and the closing of theProposed Transaction). Such statements and information reflect thecurrent view of Genesis. Risks and uncertainties that may cause actualresults to differ materially from those contemplated in thoseforward-looking statements and information.

By their nature, forward-looking statements involveknown and unknown risks, uncertainties and other factors which maycause our actual results, performance or achievements, or other futureevents, to be materially different from any future results,performance or achievements expressed or implied by suchforward-looking statements.

Such factors include, among others, the followingrisks: (i) there is no assurance that the Concurrent Financing will becompleted or as to the actual offering price or gross proceeds to beraised in connection with the Concurrent Financing. In particular, theamount raised may be significantly less than the amounts anticipatedas a result of, among other things, market conditions and investorbehaviour; (ii) there is no assurance that Genesis and Nusa Nickelwill obtain all requisite approvals for the Proposed Transaction,including, if required, the approval of the Genesis Shareholders andNusa Nickel Shareholders, or the approval of the Exchange for theProposed Transaction (which may be conditional upon amendments to theterms of the Proposed Transaction); (iii) following completion of theProposed Transaction, the Resulting Issuer may require additionalfinancing from time to time in order to continue its operations.Financing may not be available when needed or on terms and conditionsacceptable to the Resulting Issuer; and (iv) the stock markets haveexperienced volatility that often has been unrelated to theperformance of companies. These fluctuations may adversely affect theprice of the Resulting Issuer's securities, regardless of itsoperating performance.

There are a number of important factors that couldcause Genesis's actual results to differ materially from thoseindicated or implied by forward-looking statements and information.Such factors include, among others: currency fluctuations; limitedbusiness history of Genesis; disruptions or changes in the credit orsecurity markets; results of operation activities and development ofprojects; project cost overruns or unanticipated costs and expenses,fluctuations in commodity prices, and general market and industryconditions.

Genesis cautions that the foregoing list of materialfactors is not exhaustive. When relying on Genesis'sforward-looking statements and information to make decisions,investors and others should carefully consider the foregoing factorsand other uncertainties and potential events. Genesis has assumed thatthe material factors referred to in the previous paragraph will notcause such forward-looking statements and information to differmaterially from actual results or events. However, the list of thesefactors is not exhaustive and is subject to change and there can be no assurance that suchassumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATIONCONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF GENESISAS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TOCHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ONFORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATIONAS OF ANY OTHER DATE. WHILE GENESIS MAY ELECT TO, IT DOES NOTUNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT ASREQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release is not an offer of the securitiesfor sale in the United States. The securities have not been registeredunder the U.S. Securities Act of 1933, as amended, and may not beoffered or sold in the United States absent registration or anexemption from registration. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be anysale of the securities in any state in which such offer, solicitationor sale would be unlawful.

Completion of the ProposedTransaction is subject to a number of conditions, including but notlimited to, Exchange acceptance and if applicable pursuant to ExchangeRequirements, majority of the minority shareholder approval. Whereapplicable, the Proposed Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theProposed Transaction will be completed as proposed or at all.

Investors are cautioned that, exceptas disclosed in the Filing Statement to be prepared in connection withthe Proposed Transaction, any information released or received withrespect to the Proposed Transaction may not be accurate or completeand should not be relied upon. Trading in the securities of a capitalpool company should be considered highly speculative.

The TSX Venture Exchange Inc. has inno way passed upon the merits of the Proposed Transaction and hasneither approved nor disapproved the contents of this pressrelease.

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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICESOR FOR DISSEMINATION IN THE UNITED STATES

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