Genius Group Releases Schedule of Shareholder Actions

Rhea-AI Summary

Genius Group Limited (NYSE American: GNS) announced key shareholder actions on February 13, 2023. A Virtual Investor Meeting is scheduled for February 15 at 4:15 PM EST, led by CEO Roger Hamilton, to discuss the company's curriculum, Metaversity & A.I. plans, and details on redeeming $10 per share NFT coupons. An Extraordinary General Meeting (EGM) will take place on February 16 to vote on a share repurchase mandate and consolidation. Shareholders will receive $10 NFT coupons based on shares held, with a record date set for February 28 and an issue date of March 15. The company plans a spinoff of Entrepreneur Resorts Ltd around Q2 2023.

Positive

• Scheduled virtual meeting for investors provides transparency and updates.
• Introduction of $10 NFT coupons incentivizes shareholder engagement.
• Planned spinoff of Entrepreneur Resorts Ltd may unlock value for shareholders.

Negative

• Share repurchase and consolidation may indicate a lack of sufficient capital.
• The need for a dual listing might introduce complexity and uncertainty.

SINGAPORE, Feb. 13, 2023 (GLOBE NEWSWIRE) -- Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading entrepreneur edtech and education group, releases today a schedule of shareholder actions:

Wednesday, February 15^th, 4.15pm EST: Virtual Investor Meeting

The Company’s CEO, Roger Hamilton, will hold a virtual investor meeting to provide Investors with an update on the company, including an overview of Genius Group’s curriculum, Metaversity & A.I. development plans, details of the Company’s recently spin-off of Entrepreneur Resorts Ltd, the process for shareholders to follow to redeem their $10 per share NFT coupons and an opportunity to answer questions and respond to shareholder enquiries.

A press release with details about the virtual investor meeting was released on February 6^th, 2023 and can be accessed on our Investor Relations website. Investors can view the meeting live on the following link: https://www.youtube.com/watch?v=YEjFVU-pIG4

Thursday, February 16^th, 8.00am EST: Extraordinary General Meeting (EGM)

The Company will hold an extraordinary general meeting of shareholders to consider and vote on the resolutions for a share repurchase mandate and a share consolidation. Shareholders (whether Beneficial Shareholders or Shareholders of Record) who have pre-registered their participation may attend, and the results of the votes will be published after the EGM.

Details about the EGM meeting and resolutions were released and filed on January 25^th, 2023 and can be accessed on our Investor Relations website.

Tuesday, February 28^th: Record Date for $10 Per Share NFT Coupons

The Company is issuing a $10 Blockchain-based Digital Discount Coupon (Non Fungible Token “NFT”) per ordinary share to all shareholders based on the number of shares they hold at the end of the trading day on Tuesday, February 28^th (The ‘Record Date’). The Company has formally applied for a dual listing on Upstream Exchange MERJ, where the NFT coupons will be issued to shareholders.

Details about the dual listing and NFT Coupon were released on February 2^nd, 2023 and can be accessed our Investor Relations website.

Wednesday, March 15^th: Issue Date for $10 Per Share NFT Coupons

The Company has set the issue date for the NFT Coupons to begin on Wednesday, March 15^th. Once shareholders have received their $10 NFT Coupons, they can then redeem the tokens for GEMs (Genius Education Merits) on Genius Group’s Edtech platform, GeniusU. GEMs operate as a digital credit system similar to airmiles or Roblox’s ‘Robux’ in which students earn GEMs which can then be redeemed for discounts in further courses or products.

Shareholders will have 90 days to convert their $10 NFT Coupons into GEMs, through a simple login and credit procedure on GeniusU, and a further 90 days to redeem their GEMs. The GEMs are for the use of each named investors and neither the $10 NFT tokens or GEMs can be transferred, traded or sold.

The Company will provide further details about the process for shareholders to follow to claim and redeem their $10 NFT Coupons in the Virtual Investor Meeting on Wednesday, February 15^th, 2023 and in the following investor Virtual Investor Meeting that will be held in March.

Q2 2023 (Estimated): Record Date for spinoff of Entrepreneur Resorts Ltd

The Company has commenced the legal process of a company restructure and capital reduction to spinoff its subsidiary Entrepreneur Resorts Ltd (ERL). ERL is a public listed company on the Seychelles MERJ Stock Exchange with a share price of $2.75 and market cap of $37 million, with 97% of outstanding shares owned by Genius Group. 

This process will be subject to shareholder approval at a future EGM and possibly a court order. If approved, it will result in all shareholders of Genius Group receiving an equal percentage of shares in ERL. This will also require a further record date at which all shares and shareholders of Genius Group will be counted in order to allocate shares in ERL.

The process is estimated to take 3-4 months to complete, indicating an estimated timing of a record date in late Q2 2023. However, the precise date may be earlier or later depending on the speed of the restructuring and approval process.

This schedule of actions provides an updated timeline combining actions previously disclosed in the Company’s press releases. The Company will continue to release additional actions and updates as they become available.

About Genius Group

Genius Group is a world leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered, life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market. The group has a group user base of 4.3 million users in 200 countries, ranging from ages 0 to 100.

For more information, please visit https://www.geniusgroup.net/

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on May 13, 2022. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Forward-Looking Statements" below.

Forward-Looking Statements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company's Annual Reports on Form 20-F, as may be supplemented or amended by the Company's Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

Contacts

Investors:
Flora Hewitt, Vice President of Investor Relations and Mergers and Acquisitions
Email: investor@geniusgroup.net

Media Contacts: Adia PR
Email: gns@adiapr.co.uk

US Investors: 
Dave Gentry
RedChip Companies Inc
1-800-RED-CHIP
GNS@redchip.com

FAQ

What is the date of Genius Group's virtual investor meeting?

The virtual investor meeting is scheduled for February 15, 2023, at 4:15 PM EST.

How will shareholders receive their NFT coupons?

Shareholders will receive $10 NFT coupons based on shares held as of February 28, 2023.

What is the significance of the Extraordinary General Meeting on February 16?

The EGM will vote on critical resolutions, including a share repurchase mandate and share consolidation.

When is the issue date for $10 NFT coupons?

The issue date for the $10 NFT coupons is set for March 15, 2023.

What is the expected timeline for the spinoff of Entrepreneur Resorts Ltd?

The spinoff is estimated to occur in late Q2 2023, pending shareholder approval.