Mr. Blair Wilson reports

GENESIS ACQUISITION CORP. SIGNS DEFINITIVE AGREEMENT AND PROVIDES UPDATE ON QUALIFYING TRANSACTION

Pursuant to Policy 2.4 of the TSX Venture Exchange, Genesis Acquisition Corp. has entered into a binding merger agreement and plan of reorganization dated May 10, 2023, with Skybox Sports Network Inc., doing business as Rise Display, and Genesis Acquisition USA Inc., a wholly owned subsidiary of the company incorporated under the laws of Nevada (Subco), in respect of a statutory merger under the laws of the State of Nevada. As previously announced on April 4, 2022, the proposed transaction is intended to constitute the company's qualifying transaction (as such term is defined in Policy 2.4 of the exchange) and would result in a reverse takeover of the company by Skybox. The proposed transaction is not a non-arm's-length qualifying transaction (as defined in exchange Policy 2.4).

Upon completion of the proposed transaction, it is the intention of the parties that the company will continue to carry on the business of Skybox, being the manufacturing and distribution of digital signage for financial and sports markets, and will be listed as a Tier 2 technology issuer on the exchange.

Summary of the qualifying transaction

The merger agreement contemplates Genesis Acquisition and Skybox undertaking a non-arm's-length business combination transaction by way of a reverse triangular merger, pursuant to which Subco would merge with Skybox and, upon completion of the proposed transaction, the current shareholders of Skybox would own a majority of the issued and outstanding shares of the resulting issuer.

In accordance with the terms of the merger agreement, each common share in the capital of Skybox outstanding immediately prior to the completion of the proposed transaction (other than Skybox shares held by shareholders of Skybox who exercise their dissent rights) is expected to be converted into one issued, fully paid and non-assessable resulting issuer share. It is a condition of the merger agreement that prior to the completion of the proposed transaction, Skybox consolidate the Skybox shares on the basis of two Skybox shares (preconsolidation) for each one Skybox share (postconsolidation). It is also a condition of the merger agreement that Genesis Acquisition consolidate its common shares on the basis of eight Genesis Acquisition shares (preconsolidation) for each one Genesis Acquisition share (postconsolidation).

Proposed concurrent financing

Prior to or concurrent with completion of the proposed transaction, Skybox anticipates completing a non-brokered private placement financing for aggregate gross proceeds of a minimum of $5-million and up to maximum gross proceeds of $10-million. It is anticipated that the concurrent financing will be undertaken through the issuance of subscription receipts of Skybox at a price of $1 per subscription receipt. Immediately prior to the completion of the proposed transaction, the subscription receipts would automatically convert into Skybox shares and subsequently be exchanged for resulting issuer shares as part of the reverse triangular merger. Subscription funds received in connection with the concurrent financing would be held in escrow pending closing of the proposed transaction and subject to the satisfaction of certain escrow release conditions, which shall include exchange approval of the proposed transaction. If the proposed transaction does not close, such subscription funds would be returned to subscribers in accordance with the terms of the subscription receipt agreement governing the subscription receipts.

It is intended that the proceeds raised will be used to finance the costs associated with completing the proposed transaction and continuing to expand sales in North America, the European Union and the United Kingdom, and for general working capital. All securities issued pursuant to the concurrent financing will be subject to a hold period of four months and one day. It is anticipated that finder fees of 8-per-cent cash commission and 8 per cent in common share purchase warrants will be paid on any funds raised by eligible finders.

Upon completion of the proposed transaction and assuming completion of a minimum concurrent financing of $5-million and the issuance of the management shares (as defined below), former holders of common shares in the capital of Genesis Acquisition are anticipated to hold, in the aggregate, 1,656,250 resulting issuer shares, representing approximately 6.66 per cent of the outstanding resulting issuer shares, former holders of Skybox shares are expected to hold, in the aggregate, 18,225,000 resulting issuer shares, representing approximately 73.25 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing will hold, in the aggregate, five million resulting issuer shares, representing approximately 20.10 per cent of the outstanding resulting issuer shares. Upon completion of the proposed transaction and assuming a maximum concurrent financing of $10-million is fully subscribed, former holders of Genesis Acquisition shares are anticipated to hold, in the aggregate, 1,656,250 resulting issuer shares, representing approximately 5.54 per cent of the outstanding resulting issuer shares, former holders of Skybox shares are expected to hold in the aggregate, 18,225,000 resulting issuer shares, representing 60.99 per cent of the outstanding resulting issuer shares, and investors under the concurrent financing will hold, in the aggregate, 10 million resulting issuer shares, representing approximately 33.47 per cent of the outstanding resulting issuer shares.

The completion of the proposed transaction is subject to the satisfaction of various conditions that are customary for a transaction of this nature, including, but not limited to: (i) the completion of the concurrent financing; (ii) the approval by the directors and shareholders of Genesis Acquisition and Skybox; and (iii) the receipt of all requisite regulatory, stock exchange, or governmental authorizations and consents, including the exchange, subject to satisfaction or waiver of the conditions precedent referred to herein and in the merger agreement.

Subject to satisfaction or waiver of the condition's precedent referred to herein and in the merger agreement, Genesis Acquisition and Skybox anticipate the proposed transaction will be completed on or before Oct. 31, 2023. There can be no assurance that the proposed transaction will be completed on the terms proposed above or at all. Each of Genesis Acquisition and Skybox will bear its own costs in respect of the proposed transaction.

Sponsorship of the qualifying transaction

Sponsorship of a qualifying transaction of a capital pool company is required by the exchange unless exempt therefrom in accordance with the exchange's policies. Given the size and nature of the proposed transaction, including the amount of the concurrent financing, Genesis Acquisition intends to apply for an exemption from the sponsorship requirements pursuant to the policies of the exchange. If the exemption is not granted by the exchange, then Genesis Acquisition would be required to engage a sponsor.

Trading halt

At the company's request, trading in the Genesis Acquisition's shares was halted in April, 2022, upon the company entering into a letter of intent with SkyBox. Trading is expected to remain halted until the completion or abandonment of the proposed transaction.

Resulting issuer board and officers

Upon completion of the proposed transaction, it is anticipated that all of the existing directors and officers of Genesis Acquisition, other than Blair Wilson and Eugene Hodgson, will resign and the management of the resulting issuer will include the persons identified below, as well as one or more additional directors and/or officers to be determined prior to the completion of the proposed transaction.

Ron Frederickson (president, chief executive officer and director -- Victoria, B.C.)

Mr. Frederickson has had an entrepreneurial career in the sports, sports betting and iGaming industry with extensive business experience, and has been responsible for the creation, design and engineering of numerous commercial and consumer-based proprietary products, helping Skybox Sports Network (SSN) establish itself in its current market niche.

Mr. Frederickson has committed his activities as a co-founder of SSN in identifying and delivering a level of quality to the customers, and is jointly responsible for the company's product development, mergers, acquisitions and global growth opportunities.

Blair Wilson (chief financial officer, corporate secretary and director -- Kelowna, B.C.)

Mr. Wilson has been the president and CEO of Canadian ecoEquity Corp., a private leasing company, since June, 1991. Mr. Wilson is also chief executive officer of Forbidden Spirits Distilling Corp. (TSX Venture Exchange: VDKA), a public craft distillery located in Kelowna, B.C. Between June, 2004, and January, 2006, Mr. Wilson was a member of Parliament for West Vancouver -- Sunshine Coast -- Sea to Sky country, and between 1994 and 1996, was a director and CFO of Pan Smak Pizza Inc., a company formerly listed on the TSX-V.

Mr. Wilson earned a bachelor of arts degree in political science from the University of Victoria and a chartered accountant designation from the Canadian Institute of Chartered Accountants. Mr. Wilson was a member of the Chartered Professional Accountants of British Columbia until his resignation in 2016.

Eugene Hodgson (director -- Vancouver, B.C.)

Mr. Hodgson brings 30 years of private and public sector experience. Mr. Hodgson began his public sector career in the Northwest Territories, where he acted as senior policy adviser on resource-based projects. In the early 1980s, Mr. Hodgson served as executive assistant to the Minister of the Environment, Lands, Parks and Housing in the B.C. government. Mr. Hodgson holds a bachelor of arts degree from the University of Calgary. In addition, Mr. Hodgson has served on the board of directors of numerous corporations, including Equitable Real Estate Investment Corp., Timmins Gold Corp. and Red Fund Capital Corp. (formerly Parana Copper Corp.), and is the former chairman of the board of governors of the Vancouver Community College.

Related-party transaction

Blair Wilson, an officer and director of Genesis Acquisition, is also the chief financial officer of SkyBox, and is expected to be an officer and director of the resulting issuer. Mr. Wilson is expected to receive an aggregate of 1.2 million SkyBox shares upon completion of the proposed transaction in consideration of past services rendered to SkyBox in his capacity as its chief financial officer and as part of his overall compensation package for accepting the position of chief financial officer and director of the resulting issuer. As a result, the proposed transaction is a related-party transaction (as defined by Multilateral Instrument 61-101 (Protection of Minority Shareholders in Special Transactions)). The proposed transaction must be approved by not less than 66-2/3rds per cent of the votes cast at the meeting of Genesis Acquisition shareholders. In addition, the majority of the minority approval will be required from disinterested Genesis Acquisition shareholders. It is expected that the Genesis Acquisition meeting will be held in the third quarter of 2023, and a management information circular will be provided to Genesis Acquisition shareholders in due course.

About Genesis Capital Corp.

Genesis Acquisition is a CPC that completed its initial public offering and obtained a listing on the exchange on or about Nov. 1, 2019 (trading symbol: REBL.P). Prior to entering into the merger agreement, Genesis Acquisition did not carry on any active business activity other than reviewing potential transactions that would qualify as Genesis Acquisition's qualifying transaction.

About Skybox Sports Network Inc.

Skybox has pioneered digital products all based with its own proprietary firmware and protocols. As a factory direct manufacturer, Skybox is a client-specific custom provider for both commercial and consumer products. Revenue is generated through hardware and recurring data subscriptions for the lifetime of the hardware. Skybox Sports Network Canada is a wholly owned Canadian subsidiary of Skybox.

Skybox is the picks and shovels provider to the $220-billion global sports betting industry, which has expanded due to legislative changes in over 30 U.S. states and Canadian provinces.

In May, 2020, Skybox acquired Rise Display of Shawnee, Mo., that included a dedicated and professional management and sales team, and the immensely successful integration of the two companies that has resulted in a significant sales increase, including a Las Vegas warehouse and showroom expansion with shipping, manufacturing, technical support and the addition of real-time data to a proprietary control APP for commercial and consumer applications.

The Skybox Sports Network is the parent company managing four unique and successful brands all within its core competency of intelligence signage solutions. The four brands are:

1. Rise Display with its proven business model and iconic brand markets high-resolution-quality sports and financial ticker signage with real-time relevant content to colleges, universities, high schools and business labs for financial content. The APP drives sports content to casinos, sports bars, restaurants and commercial retail locations. Both interior and exterior ticker signage is offered in an ever increasing vertical market. Revenue is achieved through both the hardware and recurring data feeds for the approximate 10-year lifespan of the hardware.
2. Skybox Fancave is a recognized brand of low-cost entertaining consumer tickers and odds boards with a loyal and proven ever increasing customer base throughout North America. Products are marketed through its own e-commerce websites and Amazon, and expansion into global markets for soccer is under development. Skybox has deployed thousands of consumer tickers also based on recurring data feed revenue for the lifespan of the product. Custom and propriety sports wagering content is offered and created from the Skybox newsroom with a team of live journalists 365. There is no product like it.
3. BetSkybox is a legal and licensed sports betting company that has been awarded a Type C proprietor licence from the Ohio Lottery and Ohio Casino Control Commission to place sports betting kiosks in bars, restaurants, bowling alleys and convenience stores throughout the state of Ohio. BetSkybox has partnered with IGT of Las Vegas, Nev., and has opened a fully staffed sales and customer service network operating centre in Columbus, Ohio. The sports betting kiosks pair well with Skybox tickers and odds boards that also display on-premise promotions for the kiosks.
4. Skybox Kiosk manufactures its own brand of sports betting Kiosks that include a custom ABM with an automated sports ticket cashing and redemption component for a completely automated sports betting experience. The ticket redemption kiosk is created with Skybox proprietary software and a code that is agnostic to additional operating platforms. The kiosk is currently operating on the IGT platform that will open additional North American markets for the product. Additionally, Skybox Kiosk has developed its own proprietary kiosk model named FanCash that can operate agnostic sports wagering software with a ticket redemption function built into just one kiosk. The new products will be on display at the Global Gaming Expo in Las Vegas this October.

Skybox was incorporated on June 15, 2020, as a Nevada corporation.

Selected financial information

The attached table sets out selected financial information of Skybox for the periods, and as of the dates, indicated. The selected financial information has been derived from Skybox's financial statements for the years ended Dec. 31, 2022 (unaudited), and Dec. 31, 2021 (audited).

All information in this press release relating to Skybox is the sole responsibility of Skybox. Management of Genesis Acquisition has not independently reviewed this disclosure, nor has Genesis Acquisition's management hired any third party consultants or contractors to verify such information.

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