Genesis Acquisition Corp. — M&A Activity 2026

Apr 15, 2026

Docusign Envelope ID: 417555C5-CD28-448C-9542-EE04614BB7F1

February 18, 2026

STRICTLY PRIVATE AND CONFIDENTIAL

Genesis Acquisition Corp.
1072 Collinson Crt
Kelowna, BC V1W 0C3

Attention: Blair Wilson, CEO

Dear Sir:

Re: Third Amendment to Business Combination Agreement

Reference is made to (i) the Business Combination Agreement between Nusa Nickel Corp. (“Nusa”), Genesis Acquisition Corp. (“Genesis”) and 1001421961 Ontario Inc., (“Subco” and, together with Nusa and Genesis, the “Parties”) effective as of November 21, 2025, (ii) the first amending agreement to the Business Combination Agreement dated January 14, 2026, and (iii) the second amending agreement to the Business Combination Agreement dated January 30, 2026 (collectively, the “BCA”). All capitalized terms used herein without definition shall have the meanings ascribed thereto in the BCA.

WHEREAS the Parties anticipate that additional time beyond the period specified in the BCA may be required in respect of delivering the audited financial statements of Nusa for the financial year ended December 31, 2024; and

AND WHEREAS Nusa has delivered to Genesis the NI 43-101 compliant technical report prepared by a Qualified Person pertaining to one or more of the Nusa Properties (the “Delivered Technical Report”), and the Parties wish to confirm that the Delivered Technical Report constitutes the “Nusa Technical Report” for purposes of the BCA and satisfies Nusa’s delivery obligation contemplated by Section 8.01(d) thereof;

NOW THEREFORE the Parties hereby covenant and agree as follows:

1. No Other Amendments

Except as specifically amended herein, all other terms of the BCA remain in full force and effect unamended as of the date hereof;

1. Extension – Audited Financial Statements (Section 8.01(e))

The reference in Section 8.01(e) of the Business Combination Agreement to “February 28, 2026” is deleted and replaced with “March 13, 2026”; and

1. Acknowledgement – Nusa Technical Report (Section 8.01(d))

(a) Genesis hereby acknowledges receipt of the Delivered Technical Report and agrees that the Delivered Technical Report constitutes the “Nusa Technical Report” for purposes of the BCA.

(b) For greater certainty, Genesis confirms that the delivery requirement referenced in Section 8.01(d) of the BCA has been satisfied, and Genesis shall have no right to terminate the BCA pursuant to Section 8.01(d) on the basis of any alleged failure to deliver the Nusa Technical Report.

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Docusign Envelope ID: 417555C5-CD28-448C-9542-EE04614BB7F1

This amending agreement may be executed in any number of counterparts, which taken together shall form one and the same agreement, and may be executed and delivered by facsimile or in PDF format via email transmission, which shall be binding on the parties as though originally executed and delivered.

This amending agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

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Docusign Envelope ID: 417555C5-CD28-448C-9542-EE04614BB7F1

Each of the Parties has executed this Amendment as of the date first written above.

NUSA NICKEL CORP.

By:
Signed by:
Brandon Colwell
BE3DB63F2B8648S
Name: Brandon Colwell
Title: Director

GENESIS ACQUISITION CORP.

By:
Signed by:
Blair Wilson
A3874F52863E4AE
Name: Blair Wilson
Title: Chief Executive Officer

1001421961 ONTARIO INC.

By:
Signed by:
Blair Wilson
A3874F52863E4AE
Name: Blair Wilson
Title: Director