Genius Group Declares $33M Rights Providing to Improve Bitcoin Treasury

Genius Group Restricted (NYSE American: GNS) (“Genius Group” or the “Firm”), a number one AI-powered, Bitcoin-first schooling group, introduced immediately that its Board of Administrators (the “Board”) has accredited a plan to proceed with a $33 million rights providing for the Firm’s bizarre shares (the “Rights Providing”), with 100% of internet proceeds for use to buy Bitcoin for the Firm’s Bitcoin Treasury. The Rights Providing shall be made solely by way of a prospectus complement, and this announcement doesn’t represent a suggestion to promote, or a solicitation of a suggestion to purchase, any of securities.

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING

	●	Every shareholder will obtain one transferable proper (the “Proper”) for every bizarre share held on January 24, 2025 (the “Document Date”). The variety of Rights to be issued to a shareholder as of the shut of enterprise on the Document Date shall be rounded as much as the closest variety of Rights. The Firm’s bizarre shares are anticipated to commerce “Ex-Rights” on the NYSE American starting on January 24, 2025.
	●	Every Proper entitles the holder to buy one bizarre share of the Firm (the “Primary Subscription Proper”) on the subscription worth of $0.50 per entire bizarre share (the “Subscription Value).
	●	Rights holders who absolutely train their Primary Subscription Rights shall be entitled to subscribe for extra bizarre shares of the Firm that stay unsubscribed because of any unexercised Primary Subscription Rights (the “Over-subscription Proper”). The Over-subscription Proper permits a rights holder to subscribe for extra bizarre shares of the Firm on the subscription worth on a professional rata foundation. Any file date shareholder who sells any Rights won’t be eligible to take part within the over-subscription privilege.
	●	Rights holders who select to not train their Rights could promote their Rights. Buying and selling within the Rights on the NYSE American is anticipated to start on a “when-issued” foundation on January 23, 2025 underneath the image “GNS RTWI” and commerce on a “common method” foundation on January 27, 2025 underneath the image “GNS RT” and proceed till the shut of buying and selling on the NYSE American on February 13, 2025 (or if the supply is prolonged, on the enterprise day instantly previous to the prolonged expiration date).
	●	The Rights Providing expires at 4.30 p.m., Japanese Time, on February 14, 2025 (the “expiration date”) except prolonged by the Firm.

SUMMARY OF THE USE OF FUNDS: BITCOIN TREASURY

	●	The Firm plans to make use of 100% of the web proceeds of the Rights Providing to buy Bitcoin for its Bitcoin Treasury. The Firm anticipates that, within the occasion that the Rights Providing is absolutely subscribed, the proceeds shall be as much as $33 million.
	●	The Firm additionally plans to pursue a number of further mortgage financings of as much as, within the combination, $20 million. If the Firm is profitable in elevating the utmost quantity within the Rights Providing and thru further loans, the Firm’s Bitcoin Treasury will improve from roughly $35 million in Bitcoin to $86 million in Bitcoin.

FOUNDER & MANAGEMENT PARTICIPATION

	●	The Founder and CEO of the Firm, Roger Hamilton, intends to submit an utility to accumulate 500,000 further newly issued shares of the Firm, as accredited by the Board on August 9, 2024. The Board accredited a plan during which Mr. Hamilton would have the appropriate to buy a million shares (adjusted from ten million shares after the Firm’s reverse inventory break up) at a per share worth equal to 105% of the closing worth on the prior buying and selling day to the date of buy. On October 8, 2024, Mr. Hamilton acquired 500,000 shares, and has notified the Firm that he would buy the remaining 500,000 shares on January 15, 2025 in accordance with the phrases of the plan.
	●	Following the acquisition of those further newly issued shares, topic to the closing share worth on January 14, 2025, Mr. Hamilton will personal an estimated 6.8 million shares of the Firm, representing roughly 10.3% of the 66 million issued shares within the Firm. Mr. Hamilton has notified the Firm that he would absolutely subscribe to his rights underneath this Rights Providing, which is able to quantity to rights to an extra 6.8 million shares on the identical phrases as all shareholders on the Document Date as detailed above.

The subscription agent for the Rights Providing will ship a rights certificates to every registered holder of the Firm’s bizarre shares as of the shut of enterprise on the file date, primarily based on the Firm’s stockholder registry maintained on the switch agent for its bizarre shares. Holders of bizarre shares in “avenue identify” by way of a brokerage account, financial institution, or different nominee won’t obtain a bodily rights certificates, and as an alternative, such holders should instruct their dealer, financial institution, or nominee whether or not or to not train subscription rights on their behalf. For any questions or additional details about the Rights Providing, please name Marketing campaign Administration LLC, the proposed info agent for the Rights Providing, at +1 (855) 264-1527.

The Rights Providing shall be made pursuant to the Firm’s efficient shelf registration assertion on Type S-3 (Reg. No.333-280600) on file with the Securities and Change Fee (the “SEC”) and a prospectus complement to be filed with the SEC previous to the graduation of the Rights Providing.

The knowledge herein is just not full and is topic to vary. This press launch doesn’t represent a suggestion to promote or the solicitation of a suggestion to purchase any of the rights, bizarre shares or another securities, nor will there be any sale of the rights, bizarre shares or another securities in any state or different jurisdiction during which such supply, solicitation or sale can be illegal previous to registration or qualification underneath the securities legal guidelines of any such state or different jurisdiction. This doc is just not an providing, which might solely be made by a prospectus. The bottom prospectus incorporates this and extra details about the Firm and the prospectus complement will comprise this and extra details about the Rights Providing, and must be learn fastidiously earlier than investing. For any questions or additional details about the Rights Providing, or to acquire a prospectus complement and the accompanying prospectus, when out there, please name Marketing campaign Administration LLC, the proposed info agent for the Rights Providing, at +1 (855) 264-1527.

RIGHTS OFFERING INVESTOR CALL

The Firm will maintain a reside webcast and investor name to debate the Rights Providing on Wednesday, January 15, 2025 at 5.00 pm., Japanese Time. Sure monetary info regarding the Firm’s 2025 outlook and Bitcoin Treasury technique shall be mentioned on the webcast and is included within the prospectus complement to be filed associated to the Rights Providing. Buyers can attend the Investor name reside by visiting https://www.geniusgroup.ai

About Genius Group

Genius Group (GNS) is a Bitcoin-first enterprise delivering AI powered, schooling and acceleration options for the way forward for work. Genius Group serves 5.4 million customers in over 100 nations by way of its Genius Metropolis mannequin and on-line digital market of AI coaching, AI instruments and AI expertise. It offers customized, entrepreneurial AI pathways combining human expertise with AI expertise and AI options on the particular person, enterprise and authorities stage. To be taught extra, please go to www.geniusgroup.internet.

For extra info, please go to https://www.geniusgroup.internet/

Ahead-Trying Statements

Statements made on this press launch embrace forward-looking statements throughout the which means of Part 27A of the Securities Act of 1933, as amended, and Part 21E of the Securities Change Act of 1934. Ahead-looking statements might be recognized by way of phrases akin to “could,” “will”, “plan,” “ought to,” “anticipate,” “anticipate,” “estimate,” “proceed,” or comparable terminology. Such forward-looking statements are inherently topic to sure dangers, tendencies and uncertainties, lots of which the Firm can’t predict with accuracy and a few of which the Firm may not even anticipate and contain elements which will trigger precise outcomes to vary materially from these projected or prompt. Readers are cautioned to not place undue reliance on these forward-looking statements and are suggested to contemplate the elements listed above along with the extra elements underneath the heading “Danger Components” within the Firm’s Annual Reviews on Type 20-F, as could also be supplemented or amended by the Firm’s Reviews of a International Non-public Issuer on Type 6-Ok and prospectus complement to Type F-3 to be filed with respect thereto. The Firm assumes no obligation to replace or complement forward-looking statements that change into unfaithful due to subsequent occasions, new info or in any other case. No info on this press launch must be construed as any indication by any means of the Firm’s future revenues, outcomes of operations, or inventory worth.

Contacts

MZ Group – MZ North America
(949) 259-4987
GNS@mzgroup.us
www.mzgroup.us

Supply: Genius Group Restricted