Genius Group Announces Shareholder Rights Offering At $0.50/Share, Expiring February 14, 2025; Proceeds Of Up To $33M To Fund Bitcoin Treasury; Potential Additional Loan Financing of $22M, Aiming To Boost Bitcoin Treasury From $45M To $100M

Genius Group Limited (NYSE:GNS) ("Genius Group" or the "Company"), a leading AI-powered, Bitcoin-first education group announced today that rights have been issued to its shareholders as of the record date for its recently announced rights offering. Rights are now exercisable or tradeable, with the expiration of the rights period being February 14, 2025.

The Rights Offering is being made only by means of a prospectus supplement, and this announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any of securities. The prospectus supplement can be viewed here.

SUMMARY OF THE TERMS OF THE RIGHTS OFFERING

• Each shareholder has received one transferable right (the "Right") for each ordinary share held on January 24, 2025 (the "Record Date"). Each Right entitles the holder to purchase one ordinary share of the Company (the "Basic Subscription Right") at the subscription price of $0.50 per whole ordinary share (the "Subscription Price).
  
  
  
   
• Rights holders who fully exercise their Basic Subscription Rights will be entitled to subscribe for additional ordinary shares of the Company that remain unsubscribed as a result of any unexercised Basic Subscription Rights (the "Over-subscription Right"). The Over-subscription Right allows a rights holder to subscribe for additional ordinary shares of the Company at the subscription price on a pro rata basis. Any record date shareholder who sells any Rights will not be eligible to participate in the over-subscription privilege.
  
  
  
   
• Rights holders who choose to exercise all or part of their Rights, and may sell any Rights they choose not to exercise. Trading in the Rights on the NYSE American is trading on a "regular way" under the symbol "GNS RT" and will continue until the close of trading on the NYSE American on February 13, 2025 (or if the offer is extended, on the business day immediately prior to the extended expiration date). The Rights Offering expires at 4.30 p.m., Eastern Time, on February 14, 2025 (the "expiration date") unless extended by the Company.
  
  
  
   
• The subscription agent for the Rights Offering has sent a rights certificate to each registered holder of the Company's ordinary shares, based on the Company's stockholder registry maintained at the transfer agent for its ordinary shares.
  
  
  
   
• Holders of ordinary shares in "street name" through a brokerage account, bank, or other nominee have not received a physical rights certificate, and instead, such holders should see their rights in their account and must instruct their broker, bank, or nominee whether or not to exercise subscription rights on their behalf.
  
   

SUMMARY OF THE USE OF FUNDS: BITCOIN TREASURY

• The Company plans to use 100% of the net proceeds of the Rights Offering to purchase Bitcoin for its Bitcoin Treasury. The Company anticipates that, in the event that the Rights Offering is fully subscribed, the proceeds will be up to $33 million.
  
  
  
  
  • The Company also plans to pursue one or more additional loan financings of up to, in the aggregate, $22 million. If the Company is successful in raising the maximum amount in the Rights Offering and through additional loans, the Company's Bitcoin Treasury will increase from approximately $45 million in Bitcoin to $100 million in Bitcoin.