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Investor Update

Jan 15, 2025

Roger Hamilton
Chairman and CEO, Genius Group

Thank you, everyone, for joining us on our Genius Group Investor Call today. I am Roger Hamilton, Chairman and CEO of Genius Group. I'm going to start by sharing my screen here and take us through the deck as I go through the steps here. So here we go. We're about to start. So today, I'll be discussing the rights offering announced by the company yesterday. It's also going to be an opportunity for me to discuss a bit further on Bitcoin Treasury Strategy and our 2025 outlook. So first of all, some housekeeping or statements made during this call relating to future results and events are forward-looking statements based on current expectations.

These forward-looking statements include, but are not limited to, statements regarding trends and their potential impact on our industry and our business, our ecosystem platform, content, partner relationships, our strategy and priorities, and our business model, mission, opportunities, outlook, and long-term financial framework. Actual results and events could differ materially from projections due to a number of risks and uncertainties discussed in our press releases, SEC filings, and supplemental materials. These forward-looking statements are not guarantees of future performance and plans, and investors should not place undue reliance on them. We assume no obligation to update our forward-looking statements. Also during this call, we will present both IFRS and non-IFRS financial measures. Please note that all growth percentages refer to year-over-year change unless otherwise specified. First, a brief introduction of Genius Group.

We are a Bitcoin Treasury company with an AI-powered education platform to prepare students, entrepreneurs, businesses, and governments towards a Bitcoin-first future. We deliver AI training and AI tools to 5.4 million students on our EdTech platform. And we're building a Genius City model where students learn the latest exponential technologies and entrepreneurial skills powered by AI mentors. And apologies, my cats are behind me. We are a Singapore-based public company listed on the NYSE American in 2022. And we have big ambitions. We have set internal goals to reach 100 Genius Cities, 100 million students, and a $1 billion valuation by 2030. Two months ago, we launched our Bitcoin Treasury and set a target to reach 1,000 BTC in our treasury in 2025. We're already a third of our way there within the first two months with 372 BTC.

And if our rights offering is successful, it will result in over 800 BTC in our treasury before the end of February. Before we go further, I'm going to share why I founded Genius Group, our company mission, and also some of our current metrics. So I studied architecture at Trinity, b uilding buildings. One of the mentors we studied was Buckminster Fuller. He's the inventor of the geodesic dome, and he's also a futurist. He predicted the singularity many years, many decades ago. And when the acceleration of technology was

Suraj Naik
Executive Director, Genius Group

breaking, and just a quick note, you might want to change the screen.

Roger Hamilton
Chairman and CEO, Genius Group

Did it drop off, or am I still back on storage?

Suraj Naik
Executive Director, Genius Group

You're back on now, but your screen is still on the main slide.

Roger Hamilton
Chairman and CEO, Genius Group

Oh, it actually went off the slide, did it?

Suraj Naik
Executive Director, Genius Group

Yeah.

Roger Hamilton
Chairman and CEO, Genius Group

That was AI intervening. I'm going to try again, so let's see if this works. All right. You're seeing the next slide?

Suraj Naik
Executive Director, Genius Group

Yeah, now I can see it.

Roger Hamilton
Chairman and CEO, Genius Group

Okay, perfect. Okay, great. So back to Buckminster Fuller. Open up again. I think called the "Final Exam", which is ironic that we have the AI now appearing on my computer. Okay, thank you. Okay, I'm going to try and not say anything that's going to make that come about. I think it's because I mentioned the singularity. Okay, so back in the 1980s, he talked about something called the "Final Exam". He said there was enough technology to solve all the world's greatest challenges, and the reason we hadn't yet solved them wasn't because of lack of technology. It was because of lack of human consciousness, and he said we're now entering a "Final Exam" in which we urgently needed to find ways to either raise our consciousness, which would allow us to harness that technology.

And if we did not, we would end up basically failing the "Final Exam". Technology will continue to accelerate, would eventually destroy us. And that really is why it is the "Final Exam". The key to raising our consciousness, I believe, was education. And as Nelson Mandela said, education is the most powerful weapon, which you can use to change the world. So I went from the idea of building buildings to building businesses. And I launched Genius Group technologies, including AI, digital agents, and digital money, and to pass the "Final Exam". And while we believe we are making great progress on our mission, we do not believe.

Suraj Naik
Executive Director, Genius Group

Could you try again?

Roger Hamilton
Chairman and CEO, Genius Group

I believe it tells a different story as of now, and this is part of Bitcoin Treasury Strategy. the snapshot of our current metrics shows we have a $41.6 million market cap based on yesterday's closing share price of $0.63 and 66 million shares outstanding, and that's compared to a net asset value of $54.6 million as of 30th June 2024, which was our last reviewed financials, which was a year-on-year growth of 177%. In June, we did not have a Bitcoin Treasury, which was not included within that $54 million number. Our guidance for the full year of 2024, which we published up to 31st December 2024, is a net asset value of approximately $75 million, and that includes the Bitcoin Treasury, which today sits, as I mentioned, at 372 BTC worth $36 million.

So this equates to a current net asset value to price ratio of 180% and a Bitcoin to price ratio of 87%. These are higher than our industry peers, as I'll share in a moment. I'm actually closing off my AI here. Hopefully, that is working, and let me check at the moment. Suraj, are you seeing my screen okay?

Suraj Naik
Executive Director, Genius Group

Yeah.

Roger Hamilton
Chairman and CEO, Genius Group

Perfect. Okay.

Suraj Naik
Executive Director, Genius Group

I said that box is there about the dictation. Yeah, it's gone now. All good.

Roger Hamilton
Chairman and CEO, Genius Group

Okay, good. All right. The pros of AI. So we are, as I mentioned, higher than our industry peers. And I'm going to share more about that on an upcoming slide. We believe this is due to our share price not yet increasing in line with and reflecting the increase in our balance sheet. And that brings us onto our Bitcoin Treasury plan and how it links with our value layer of education with our 2025 outlook. In 2025, we have three main drivers to build our value at Genius Group. Our first driver is our Bitcoin Treasury.

We believe that the companies that have a Bitcoin Treasury of 1,000 BTC or more may see the value of their treasury rise to $1 billion if the long-term price predictions of the likes of Cathie Wood, of Chamath Palihapitiya, who have both said that they see $1 million per Bitcoin if this was to eventuate. And while there is no future guarantee on the price of Bitcoin, we do believe that the future digital economy will be run on digital money, which will be underpinned by digital gold. And that digital gold is Bitcoin. There are currently 21 companies in the world that have a Bitcoin Treasury of 1,000 BTC or more. Our 2025 target is to reach 1,000 BTC and join this club. We believe we can be Southeast Asia's leading public Bitcoin Treasury company.

And our five-year target is to grow our Bitcoin Treasury to $1 billion in value by 2030 or sooner. Now, our second driver is our education business, which we are developing into a blockchain-based micro-learning platform that includes our Bitcoin Academy, our Genius Academy, and Genius School, delivering AI-powered education, which is personalized and gamified with student learning and earning with our student credits, which are called GEMs. So GEMs, which stand for Genius Education Merits, are linked to the value of satoshis and can be traded for discounts for courses, mentoring, and products on our platform. So obviously, if Bitcoin is growing in value, so do our GEMs. Both our GEMs and the certifications that are awarded for our micro courses, micro degrees, and certifications are all on the blockchain, which makes the future of education both trusted and verifiable.

Our plan is to build our next-generation AI-powered education business into a profitable value layer, generating $20 million in revenue in 2025 and covering the operational cost of our business and ensuring long-term sustainability to counter the short-term fluctuations in the price of Bitcoin and the value of our Bitcoin Treasury. The third driver is our Genius City model. We believe a post-singularity future is one in which learning communities are designed differently from the communities of today. While smart cities have smart technology, smart Genius Cities have smart technology and smart people, where lifelong learning is integrated into the community together with tokenized assets and an AI-powered workforce.

We are currently developing our Genius City model with Genius City leaders in Singapore, Dubai, Abu Dhabi, London, Tokyo, Mumbai, Miami, Las Vegas, Toronto, Vancouver, Stockholm, and San Diego, and plan to have grown to 20 cities in 2025 with a goal of 100 cities by 2050. So with that, I'm going to move on to the case for Bitcoin in a post-AGI world. Our adoption of a Bitcoin Treasury is directly linked to our belief that the exponential economies of the future will be built by AI agents and robots. Current predictions are that AI agents and robots will greatly outnumber humans in the near future. And they will interact and incentivize each other by acting and transacting through digital money. And we believe this digital money will be Bitcoin. So why?

Because we believe if AGI were to create its own perfect money, it would create a currency and store of value that was blockchain-based, digital, with a finite supply that could not be debased with no intermediary, and that was universally trusted and fully decentralized. These are all the qualities already inherent in Bitcoin and only Bitcoin, and in the same way that early European settlers who invested in Manhattan profited from the scarce land on which the U.S. economy was built, we believe investing in Bitcoin, which is the base on which the new digital economy of AI agents and robots will be built, is fully aligned with our mission of harnessing technology to pass the "Final Exam". Now, last year, early pioneers of Bitcoin Treasury Strategy were amongst the best-performing stocks in the stock market.

MicroStrategy's Executive Chairman, Michael Saylor, has become an outspoken advocate for Bitcoin Treasury Strategy for public-listed companies. MicroStrategy became one of the best-performing stocks on the U.S. stock market. I've actually included a link in the description below to Michael Saylor's three-minute presentation that he gave to the Microsoft Board, making the case for a Bitcoin Treasury. And I do recommend watching this to get a succinct overview of the value of having a Bitcoin Treasury, especially as a public company, and Metaplanet is a more relevant example, we believe, that the Genius board has been following for us as a company because they began their Bitcoin Treasury six months ago and grew from a similar market cap to Genius, roughly around $15 million-$20 million at the beginning, into the best-performing stock on the Tokyo stock market with a 2,600% return.

The CEO of Metaplanet provided Genius with the steps the company took to grow our Bitcoin Treasury, which does include a rights offering that they ran in Japan in August 2024. Now, the result of Metaplanet's rights issue that they did, it took their share price, which was JPY 700, which is approximately $4.50 per share at the time, and an $80 million market cap, which is JPY 12 billion, with 250 BTC, which is less than we have today. That was after they started about three months earlier. That grew to a JPY 2,000 or $12.70 per share and JPY 72 billion or $460 million market cap, and over 1,000 BTC within a month of the rights issue closing in a similar period to ours. They also leveraged this with a JPY 10 billion or $63 million loan they raised alongside the rights issue.

So they leveraged it with additional financing. And the rights issue was key to reaching a critical mass in their Bitcoin Treasury. And today, they have 1,762 BTC after six months of starting and a JPY 3,480 share price. Obviously, this changes from day to day. And an $800 million market cap from that original $15 million-$20 million market cap. And while there's no suggestion that our rights issue will achieve the same level of success, there are certain principles that they follow in their rights offering, which we also believe are beneficial to our shareholders.

So this includes the discounted shares in the rights issue that rewards long-term shareholders that decide to take it or even to sell it, the increase in the Bitcoin per share by allocating 100% of proceeds to the purchase of Bitcoin, and the resulting increase in long-term shareholder base that join us who believe in the Bitcoin Treasury Strategy. so taking it from there to our benchmarking, we've been benchmarking our progress against Metaplanet's timeline and are ahead of our target schedule to reach 1,000 BTC within six months. With this rights offering, in the event that it is successful, we believe that this will accelerate our progress further. We believe this is important as we believe Bitcoin will appreciate in value in 2024. So the sooner we can accumulate the Bitcoin, the better.

And to date, we have acquired, as I mentioned, 372 BTC for a total cost of $35 million or $94,047 per Bitcoin. And that's as of January 9th. And we are achieving a Bitcoin Yield as of quarter four, 2024, of 1,649%. And now Bitcoin Yield is a Bitcoin Treasury KPI that represents the percentage change in the period to period of the ratio between the change in the company's Bitcoin holdings and the change in the assumed diluted shares outstanding. And we adopted the Bitcoin Yield as a Bitcoin Treasury KPI to help assess the performance of Bitcoin Treasury Strategy and to ensure any dilution to purchase Bitcoin was accretive to shareholders. In 2024, we had a $250 million shelf and a $150 million ATM as part of that shelf approved by the SEC.

We have been able to utilize a portion of this to sell shares at the market to purchase Bitcoin and to have shares approved by the SEC available for this rights offering. We have also secured loan financing for our Bitcoin Treasury, commencing with a $14 million Bitcoin loan with Arch Lending. We believe we have an additional advantage of being a Singapore-based company in that Singapore has 0% capital gains tax. As a result, all gains from our Bitcoin Treasury is tax-free, which gives us an added advantage over our U.S. peers. I mentioned comparables. The details of all Bitcoin Treasury companies, the Bitcoin they own, and the real-time ratio of their Bitcoin Treasury to their market cap can be found at bitcointreasuries.com. This is where this source information comes from. At present, our Bitcoin to price ratio, as mentioned earlier, is 86.6% or 87%.

This means that every $100 worth of shares in Genius contains $86.60 of Bitcoin on our Bitcoin Treasury. Our bet on this is also relatively low. It's at 39%. This compares to seven of our better-known peers. You can see here the list of those peers: MicroStrategy, Marathon, Riot, Hut 8, CleanSpark, Semler, and Metaplanet. Those peers have an average Bitcoin to price ratio of $42.80 or 42.8%, which means for every $100 worth of their shares, those $100 of shares contain an average of $42.80 of Bitcoin, which is less than half of our $86.60. Now, in the event that our rights offering is successful and our share price and the price of Bitcoin remains unchanged, our market cap will increase to $84 million, and our Bitcoin is targeted to increase to $86 million.

This would mean that our Bitcoin to price ratio would be 102, which would mean that there is $102 worth of Bitcoin for every $100 worth of shares. The actual ratio would obviously vary based on the success of the rights offering and our share price, as well as the price of Bitcoin in the future. While there are obviously many other factors that go into determining a company's market cap and share price, we're providing this comparison to support our belief that we currently have a relatively attractive Bitcoin to price ratio and that this will actually increase based on a successful rights offering to the benefit of all of our shareholders, whether they exercise their rights or not. That brings us onto the actual details of the rights offering. Here are the details and timings of the rights offering.

The first step is each shareholder will receive one transferable right for every ordinary share that they hold on January the 24th, which is next Friday. The number of rights to be issued to a shareholder as of the close of business on the record date will be rounded up to the nearest number of rights. The company's ordinary shares are expected to trade ex rights on the NYSE American beginning on the day afterwards, after January 24th. Each right enables the holder to purchase one ordinary share, additional ordinary share of the company at a subscription rate of $0.50 per whole ordinary share. Rights holders who fully exercise their basic subscription rights will also be entitled to subscribe for additional ordinary shares of the company that remain unsubscribed as a result of any unexercised basic subscription rights. So this is the oversubscription right.

And the oversubscription right also allows a rights holder to subscribe for additional ordinary shares of the company at the subscription rate at a pro rata basis. So any record date shareholder who sells any rights will not be eligible to participate in the oversubscription privilege. So obviously, it's because you're exercising the rights and you want additional, then we will obviously give you that privilege. Rights holders who choose not to exercise the rights, well, you can also benefit by selling those rights. And the trading of those rights on the NYSE American is expected to begin on a when-issued basis on January 23rd under the symbol GNSRTWI and trade on a regular way on January 27th, which is the following Monday under the symbol GNSRT.

It will continue until the close of trading on the NYSE American on February 13th, or if the offer is extended on the business day immediately prior to the extended expiration date. The expiration date is going to be 4:30 P.M. Eastern Time on February 14th, Valentine's Day, unless extended by the company. That's also on a Friday. These dates obviously may change, which is why I recommend keeping up to date with our notices and our press releases as we go through this process. Just to be clear, only shares held by shareholders on the market close next Friday, January 24th, which is a record date, will qualify to receive the rights. This investor call is being held early just to provide the details ahead of time.

We will be filing a prospectus supplement at the beginning of next week and posting a page providing all details of the rights offering together with a list of FAQs. Any questions you have, we believe they'll either be answered by the FAQs or we're going to give you contact details as well to have them answered. We'll also be holding another investor call prior to the record date. We'll hold one also next week. Use of proceeds. As for the use of proceeds, the company plans to use 100% of the net proceeds of the rights offering to purchase Bitcoin for its Bitcoin Treasury. The company anticipates that in the event that the rights offering is fully subscribed, the proceeds could be up to $33 million. The company also plans to pursue one or more additional loan financings of up to, in the aggregate, $20 million.

If the company is successful in raising the maximum amount in the rights offering and through additional loans, it would mean that the company's Bitcoin Treasury will increase from the current approximately $36 million in Bitcoin to $87 million in Bitcoin. In terms of the process, the subscription agent for the rights offering will send a rights certificate to each registered holder of the company's ordinary shares as of the close of business on the record date, based on the company's stockholder registry maintained at the transfer agent for its ordinary shares. Holders of ordinary shares in street name through a brokerage account, bank, or other nominee will not receive a physical rights certificate. Instead, such holders must instruct their broker, banker, or nominee whether or not to exercise subscription rights on their behalf. I'm sure there will be questions from shareholders.

And so we're going to be able to provide answers directly by conversation with our rights offering information manager, which is Campaign Management, and there is a number which is both here as well as on our press release, and we'll continue to be sharing this throughout this period of the rights offering. Also, as previously mentioned, we will be posting a page providing all the details of the rights offering together with a list of FAQs, so that will be coming early next week, and it will also include a link to this recording of this presentation, as well as the investor deck. As also mentioned in the press release that we issued yesterday, as the company's largest shareholder, I have 6.3 million shares, and I'm participating in the rights offering.

I purchased from the company today an additional 500,000 shares at 105% of yesterday's closing price as per my share purchase agreement that was previously approved by the board. That leads us onto a number of additional slides that I'm going to conclude with. These slides, I believe, underline the current growth and prospects of the company. Over the last four years, we've seen 27% year-on-year growth in orders revenues from our education business to $23 million in 2023. We've also seen growth in our gross profit, which has gone from 33% in 2021 to 52% in 2023. In 2024, we've been restructuring as we've been rationalizing our acquisitions and operations to focus on profitability and building a strong balance sheet.

And it's worth noting that the FASB has changed its accounting rules on valuing Bitcoin on a company's balance sheet such that Bitcoin Treasury companies in the future will value their Bitcoin based on current value instead of purchase value, so mark to market, and as such recognize any profit as a result of price appreciation. And that's a significant difference. So it means that as it goes up, we'll be seeing that on our profit and loss. Market, I think, is very important as well. Every Bitcoin Treasury company does have an operational component to their company. And our value-add layer is education. The lifelong learning market is a $10 trillion market, which is currently going through global disruption.

If you have children, if you yourself are getting educated, we all see this from everywhere, from primary, secondary school, all the way to university, all the way to online and continued learning. We believe our model of a decentralized, personalized, gamified, AI-powered education system preparing humanity for the economy of the future is on the right side of that disruption. And furthermore, we believe our use of AI mentors and AI agents is a game changer when combined with our gamified blockchain-based GEM student credits. All of our students progress through a freemium-to-premium model where they begin by joining a free event or course, register on a platform to meet their AI guide, personalize their journey, which they follow with additional AI training and tools, and as they build their learning profile, the learning steps become increasingly personalized.

In 2025, we have rationalized all of our brands, and we're going to be continuing this through the year under our Genius brand with audience-specific AI learning platforms from Genius School for primary and secondary school, Student AI for university students, and a range of Genius Academies for AI-powered lifelong learning, including Bitcoin Academy, Entrepreneur Academy, and Investor Academy. And within each academy, we are bringing world-leading thought leaders, educators, and authors to our students. So, for example, our recent acquisition of XD Academy forms the basis of our Bitcoin Academy, featuring Saifedean Ammous, the author of The Bitcoin Standard. And you can see there's an image of myself and him at our stand at Bitcoin MENA.

We're looking forward to building our position as a leading education platform for the Bitcoin community, with a presence at the leading Bitcoin, crypto, and blockchain conferences in 2025, all around the world as partner or title sponsor, and that already includes Consensus Hong Kong, Consensus Toronto, Blockchain Week Paris, Bitcoin MENA, Bitcoin Vegas, and Token Singapore, and as a Bitcoin Treasury education company, we plan to educate other CEOs, CFOs, executives, and investors on the long-term value of Bitcoin treasuries so that our valuation will extend from not just our own shareholders, but to the Bitcoin Treasury movement globally. We do have a strong executive team to deliver on this vision, and we have been restructuring our board recently to include Bitcoin and blockchain experts.

That includes Thomas Power, who is previously board director at Team Blockchain and the Blockchain Industry Compliance and Regulation Association, and Ian Putter, who was previously the head of blockchain domain at Standard Bank and founder of the Blockchain Research Institute Africa. In summary, successful rights offering does enable us to accelerate our progress towards our mission of delivering the future of education, bringing together four pillars that uniquely position us to lead humanity towards a sovereign future: a Bitcoin Treasury, number one, a blockchain-based earning and learning system, number two, an AI-powered personalized learning system, number three, and a lifelong learning community, number four. With that being said, thank you very much for attending.

Please note the key dates of the rights offering, which has been in our press releases, and we'll continue to update you over the next, not just week, but all the way through to the middle of February. Please do reach out to us with any questions. Thank you very much for attending, and have a good day.

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