Mr. Dev Randhawa reports

GENESIS AI CORP. CLOSES NON-BROKERED PRIVATE PLACEMENT

Genesis AI Corp. has closed its previously announced non-brokered private placement.

Pursuant to the offering, the company issued an aggregate of 2.4 million units at a price of five cents per unit for gross proceeds of $120,000.

Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the company at a price of seven cents per share for a period of 36 months from the date of issuance.

The proceeds of the offering will be used for general working capital and corporate purposes.

No finders' fees or commissions were paid in connection with the offering.

Related party transaction

The offering was completed with a single subscriber, RD Capital Inc., a company controlled by a director of the company. Participation by RD Capital in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

The company relied on the exemptions from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair market value of the securities issued to RD Capital, nor the consideration paid by RD Capital exceeded 25 per cent of the company's market capitalization.

All securities issued pursuant to the offering are subject to a statutory hold period expiring four months and one day from the date of issuance, in accordance with applicable securities laws.

About Genesis AI Corp.

Genesis AI is pursuing opportunities in the precision geospatial, forestry analytics and carbon sector through AI (artificial intelligence). Woodlands.ai is a generative AI natural resources model in development, building digital twins of real-world forests.

We seek Safe Harbor.