NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

GENESIS ACQUISITION CORP. PROVIDES UPDATE ON PROPOSED QUALIFYING TRANSACTION

July 24, 2023, Kelowna, British Columbia, Canada, Genesis Acquisition Corp. (TSX.V: REBL.P the “Company” or “Genesis”), a capital pool company (a “CPC”) pursuant to Policy 2.4 of the TSX Venture Exchange (the “Exchange”), announces that, further to the Company’s press releases on May 19, 2023 and June 16, 2023, the Company and Skybox Sports Network Inc. (“Skybox”) continue to work diligently towards the completion of the proposed transaction between the parties, which would, if completed, constitute the Company’s “Qualifying Transaction” (as such term is defined in Policy 2.4 of the TSX Venture Exchange (the “Exchange”)) and would result in a reverse takeover of the Company by Skybox.

Completion of the transaction is subject to a number of conditions including, without limitation, approval of the Exchange, approval of the directors and shareholders of Skybox and Genesis and completion of a concurrent financing. There can be no assurance that the transaction will be completed as proposed or at all.

At the Company’s request, trading in the Genesis’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 transaction.

ON BEHALF OF THE BOARD OF DIRECTORS:

Blair Wilson, President, Chief Executive Officer, and Director

For further information please contact:

Email:    blair@forbiddenspirits.ca  

Phone: (250) 317-0996     

Disclaimer for Forward-Looking Information

This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Genesis’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans of Genesis and Skybox, the proposed transaction and matters associated therewith. Such statements and information reflect the current view of Genesis. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF GENESIS AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE GENESIS MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.