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Investor Update

Feb 15, 2023

Roger Hamilton
CEO, Genius Group

Hi, welcome everyone to our very first YouTube live stream. Welcome everyone. I'm Roger Hamilton, the CEO of Genius Group, as part of our commitment to, I think, a whole new way of communicating with all of our investors, our students, our partners, is that we are not doing quarterly meetings, we're doing monthly meetings here. We're going to continue to be doing this going forward, we're really looking to make daily updates 'cause things are moving so quickly within Genius Group right now.

What I would love for everyone to be sharing, given that we made this very interactive, so I know there's a lot of chat going on right now as well, given that we are an international group, is if you could just post in a hi and, wherever you are in the world right now, whatever city, whatever state, whatever country. That would be fantastic. I'm gonna go through all the comments afterwards as well. We also have Flora, who is on the call with us as well. She is our Head of International Relations for all of our investors, and she is also gonna be capturing as many questions as she can. Probably makes more sense to hold most of the questions till later so she isn't busy trying to capture them all the time.

We do already have questions that have been also posted, which I'm gonna be covering later in the call. Also, we may not get through all of them, but we will try and actually answer anything that we can't afterwards within the chat as well. This is very much about answering all of the different questions that you may have for our company going forward, and I really hope that from what I'm about to go through in terms of the overview of Genius Group, you're gonna already be having a lot of questions you have, and maybe many you don't have, that are gonna get answered as well. Let me jump right into it first of all with my screen here, where I'm gonna be sharing slides as we go as well.

We have got a very, very busy agenda here. We are going to be covering some elements around the business, around our plans that we've been having with our illegal trading task force, with structural changes that we are having coming up that many of we have mentioned. We're gonna be giving more details on it as well. We have the standard forward-looking statements and financial measures documentation in here as well if you'd like to go look at it later. This is our agenda for today. We are gonna be starting with a little bit on the mission and market for any shareholders who are new to our company. We're gonna be going through something which we're very excited by, which is our updated curriculum, which we update every single year for this year.

We're gonna also be covering the latest on the AI and Metaversity development plans that we have. Then a number of things we mentioned recently, our upcoming EGM, which is actually tomorrow, our Entrepreneur Resorts Ltd spin-off plan, where we're gonna give you some additional details. We're also gonna go through the current progress of the upstream dual listing, and not only go through the process of the $10 per share NFT dividend, or coupon that we're gonna be doing, but we're also going to be sharing how it's different from a special dividend, how you go about redeeming it, and what you can redeem it for as we go forward as well. Plus a little bit on our partnerships and right into the Q&A from there as well. Let's kick it off, first of all, with the mission and market.

You know, we basically have been running for quite a number of years as a private company before we became a public company on NYSE American. Everything that we did was supported by our students and also by our partners. We never raised any venture capital funding or any institutional investing before we became a public company. At that point, we already had over 500 investors, and they were all people that believed, like us, that the education system needed to change. As you can see here, we believe that there has to be more and more companies that have a mission of developing an entirely new education system for the 21st century, and we personally believe it has to be entrepreneurial.

In that, if you're out there trying to get a job, there's a good chance by the time you go and look for that job, it's no longer gonna be there because of the way that life's moving so quickly. It's much better knowing how to create a job. If you know how to create a job, which is what entrepreneurs do, it's not just for you, it can be for everyone else around you as well. Entrepreneurship to us isn't just about starting a business, it's about knowing that you actually have financial literacy, that you can understand what's happening as an investor as well. Frankly, a lot of what I have been doing quite openly over really just the last month, has been an open education on what's happening within our financial system.

The more people we can bring that become financially literate about what's really happening within our financial system, the more we can actually have a level playing field for all of us moving forward as well. With that in mind, if we actually were to do that just for university, just for schools, or just for adult education, we're only ever getting to a very small part of the pie. What we see is that the whole lifelong learning market, which is a $10 trillion market, by the time we get to 2030, this is all stats which is coming from HolonI Q.

You can see that out of this entire market, for many of us, especially those who happen to be on this call who are retail investors, anyone on this call who's an entrepreneur, you know you didn't learn a lot of that at school. You may not even have learned that at university. If you look at this pie here, you will see that the total lifelong learning market, which is where we're actually reading best-selling books, where we're watching people on YouTube, is only 8% of the entire market. You've then got the biggest piece, which is this 55%, which is the K-12. That's all primary and high school. You've got 25%, which is post-secondary, usually, you know, colleges, universities. Most of this 75% or 80% is actually funded by governments.

Most of the edtech companies that you see out there, they don't have government certification. That's why a large part of our growth strategy is acquisitions, like for example, the university that we bought in California. That gives us certifications which we can then extend into entrepreneurship, and extend into investing, and we have some exciting news today about what we're doing with our MBA programs in those two areas as well right now. We're looking at the entire market and saying it's only a matter of time if you have, like, a number of companies that are pioneering new curriculum, that a number of those companies take a significant percentage of this market, right? We have an ambition of being one of the leaders within this market as well.

This is what we've been from day one, how much can we grow with this market, as we grow forward? Most importantly, how do we do this in a way that is not trying to do it separately from the rest of the system? Everything we're doing is, number one, for students, right? Do students, which we now have 4.3 million students, do they have the kind of education that they really want? And at the same time for parents, especially during the pandemic, where for many of us, we had kids either at primary, high school, or university level at home, and we started seeing what they really were learning. For many of us, we were like, "Wait, hang on.

That's not actually what we believe they should be learning. How do we actually make this work also for all of us as parents? Also for anyone who's a teacher, I know there's many teachers who are excellent at what they do. They'll look at a YouTuber making millions of dollars and they'll say, "Wait, hang on. How come that person can make millions, and I've got better teaching skills and I'm still only making tens of thousands?" The reason for that is because they don't have necessarily the leverage mechanisms that the YouTubers or the Instagrammers have. We're delivering that on our platform, so that it means that not only can you learn from your favorite teachers, but you can then get accredited from what those favorite teachers are then teaching you as well.

Bringing all of those influencers who have great content, bestselling authors, top thought leaders into our programs is a big part of our goal in our partnerships. Any school, college, companies in the future, we see that all the certifications that people are looking for are gonna be coming from those companies. It just so happens that the way that we see the entire structure of the most important, fastest growing industries, we see there's 5 different industries, each of which there are as many companies desperate for entrepreneurial, tech-minded students to be able to join those companies as there are students who actually want to get into those industries.

Those industries, those five, is edtech, which is one we're in right now, where we see lots of, you know, teachers wanting to actually be able to create a global classroom. MedTech is another one, so within our university, we have a business school, medical school that we're building, where basically that MedTech side is all of the Biotech, all of the kind of latest that we're seeing within the medical industry, and there's a lot of startups in the area. There's also Space Tech obviously, which is a really big area. We did the partnership from NASA last year. There's also Green Tech, which is not everything out of Earth, it's everything on Earth, and all of the green energy that we're seeing right now as well.

The final one is fintech, which is all of the ways that we're seeing decentralized, decentralization happening, not just in those other four areas, which are generally very centralized, becoming decentralized, but also within the entire fintech area as well. It's a big interest for me, and I know for many of you, as we're going forward too. Just coming back to, Let me just share my screen again if I can find my way back. Here we go. Just coming back for a moment to basically where we see ourselves this coming year, we did publish already our guidance for this year. We are very, very aware, right? Especially with what you've been seeing in the news about us, and really the fight that we've been having, you know, with market manipulation.

We're very aware that the number one way to ensure that we aren't in a situation where we basically enable them to be able to get their way is that we ourselves are a healthy business. We are unusual in that we have been growing at 50% plus a year. We are looking at another 50% growth to 6 million students this year, getting to $48 million-$52 million revenue, but doing it with positive EBITDA. The way that we can do that is through a combination of doing acquisitions of positive EBITDA companies, together with basically having very strong student metrics, where it's costing us less than $1 per student that comes on board, and we have several thousand a day who are joining us.

At the same time, each of those students are then spending somewhere in the region of about $10 per year, you're getting a 10X return on that marketing. That allows us to then have a very, very different unit economics than we're seeing in other edtech companies out there that tend to spend an awful lot more in their marketing and tend to be actually burning through a lot more cash as well. We are really, really conscious that we are doing things in a very effective way in the way that we're growing, I'm gonna share with you a couple of reasons why that's working so well. Final thing that I will share as we go forward is that the curriculum that we have will continue to evolve.

You will notice that generally, if you are at a high school or if you are at a university, the curriculum tends to stay the same. Even if you're reading a bestselling book, right? The bestselling author doesn't tend to come up with a new book every single year. For us to be able to upgrade every year, which we believe you need to do, right? Most phone companies, most tech companies, they upgrade all of their products every year. We think education is the most important thing to be upgrading as well. What are we doing on the curriculum side this year? The first thing that we're doing is we are dividing our entire curriculum into a Metaversity of four different campuses. We have a school campus, which takes you all the way to high school level.

We have a university campus, which is for all of our degree programs. We have an entrepreneur campus for those people who wanna learn entrepreneurial skills. We have an investor campus for those who wanna learn investing skills. Obviously, we have many people that actually join multiple campuses, and will find a community there of mentors, of students they can work with as well. We also have a partner portal, which is giving all the tools for all of our 12,000 educators and partners to then be able to then deliver all of the teaching into these different campuses. I'm gonna show you what that looks like as we go through the session today as well. The second thing is knowing that every one of our pathways that we create is a freemium model.

We see ourselves very similar in the way that education's shifting to what happened in the gaming industry over the last 20 years. You know, if you basically remember 20 years ago, if you happened to be playing computer games, there was a very good chance that you were basically using a PlayStation or an Xbox. Basically something which was your really your kind of like, you know, pay-to-play model, where you had to physically buy the actual first of all console, which cost a lot of money, then you had to buy the actual game before you could play it.

Well, education has been working that way for many, many decades, where you had to physically buy into the university or into the high school, before you even knew if it was gonna be a course that was right for you, which is why there is such a high amount of student debt, where it makes it so difficult for people to get out of it, 'cause they're paying for something they don't know what the ROI on that's going to be. On the other hand, what's actually happened in the gaming industry is you've seen the likes of Roblox, Minecraft, Fortnite, freemium models where you aren't having to pay to play. You're actually trying before you buy. The only people that are buying are the ones that actually know they're buying something that's gonna be valuable to them.

You'll find that 98% of our students don't actually pay anything. They're actually coming on and just getting free education. Those that want to then upgrade by getting the right mentor or want to accelerate themselves, they can do that within our model, and that then pays for the entire program and actually generates That $48 million-$52 million this year. Why this is so powerful is it does mean that we can do both things. We can actually bring down the cost of education, we can still be profitable, and we can actually extend this education to many people out there that otherwise couldn't afford it. That also makes us quite unique compared to others as well. That leads me to... You can see I'm going through this at pace because we do have so much that we're actually covering here.

That does lead me to what we are now launching today. You will see that there is a press release which is gonna be going out in tandem with this session that we're doing here, and it is about this here, which is our prospectus for 2023. There's actually a link in these slides, and we're gonna give you this slide link as well, so you can come back and have a look at this. Basically, we have got a prospectus which now takes us through every step of our curriculum for the year. If you happen to be in a company where you have different people at different levels, or you happen to be in a family where you know there's others you want to share this with as well, then please do, right?

At the end of the day, we see this being a lifelong learning journey for everybody. To help me navigate this, many of you already will know that on our Genius Group site, which is our holding company site, we have our investors, session, our media section. For our actual edtech platform, we have a different site, which is this one here called GeniusU. This is GeniusU. This is where when you start learning for free, you're actually taken through a number of assessments to get started. You'll see that here we have actually updated this today. In the GeniusU section here, there is a link here. When you click on it takes you straight through to the actual prospectus, and it lets you download it, right? You can actually have it there.

You also see that it actually is in Flipboard, someone in the team, like Suraj I think, can actually drop this into the chat as well. You can see here the actual, flip book version of it, where if I just flick through the key areas, right? Not spend too much time on each part, but just give you a sense of it. What we see we do very differently from anyone else out there that's building curriculum is we start very much with our mission, purpose-driven, of why we're doing what we're doing, and then very specifically, what makes us different in terms of our entire structure. We have our Genius learning methodology, which has got 10 Genius principles within it. These include things like personalized learning, where you actually have your own AI Genie.

It includes challenge-based courses where you're not having to do it on your own, but you're actually showing up with a group, and then there's prizes and there's competitions, we're gamifying it. It includes impact-focused learning, there's always a purpose as to why you're actually you're in a program. Positive credit systems, which many of you have been hearing about with our GEMs, which are part of our NFT coupon. At the same time, having a global classroom, leading learners that are all learning at the latest things that they can then pass on all around the world and having it very decentralized.

We have 200 cities, sorry, 200 countries with over 12,000 of our partners in cities all around the world, who are actually taking all these tools and making it high touch as well as high tech, where they're physically showing up in locations and actually sharing this, and keeping a percentage of all the revenue they're generating as well. We have got a philosophy behind what we do, Connect, Learn, Earn, Act, and Review, which is learning through doing, not learning through reading. This is a really important part where the connection is one of the first things that happens. That's our CLEAR philosophy. You see as we go through here that we actually take you through everything from early years learning.

I remember when I was on Fox Business and they said, "Well, for a child from zero to, you know, six years old, how do you teach them to be entrepreneurs?" The answer is, you don't teach them, you teach the parents, right? Because if the parents actually become better at nurturing the genius in every child, well, then they're gonna just naturally ignite their genius. We talk about that, parents being the first partners. The programs we have there are very much focusing at the parents. That then leads into the school students with the programs we're running here. We announced recently what we're doing with GPT-3. We have already partnerships with Microsoft on their Imagine Academy. We also have some additional programs that we're gonna be launching later this year.

We're giving you a heads up on what's coming there as well. How you can be a certified educator, so many parents, and teachers also go through that process. What that looks like when you get the high school years, where we don't yet have a full high school curriculum. It's more around the camps. We have a program I'll share with you later called the Young Entrepreneurs Academy that some of you might choose to come on board with your family as well. We have the entire UAV, which is our University of Antelope Valley, set of programs, which actually takes us all the way through into associate and bachelor's degrees, and through to MBA programs as well.

This also extends into our entrepreneur campus with all the programs pretty much from startups all the way through to advanced entrepreneurs that are serial entrepreneurs, running large businesses in the hundreds of millions or even billion-dollar size. The programs that we're running there gives everyone the entrepreneurial skills to be able to work in agile teams to be able to actually spot their own passions, purpose, and talents and have their own personalized path. Similarly, on the investor side, tracks on property, tracks on market trading, tracks on crypto market cryptocurrency trading, all the partnership opportunities for faculty to come join us as well. This gives you the entire pathway together with the additional links that takes you directly to the different campuses as you're going through this as well.

This is brand new, right? We're just on launching this today, so we're extremely happy about it. It's a team effort with everyone in our company becoming a part of that as well. You'll see this upgraded every single year. It just gives us a tiny fraction of what's on GeniusU. GeniusU has got thousands of courses on it. We have taken the highlights and put them all into that prospectus and I highly recommend that for all our investors who really want to understand the basis of what we do. Download that prospectus and share it. Share it with those around you as well. This is what we're now doing on the step 2 of our agenda, which is basically on the curriculum. How am I doing on time here? Actually, I'm exactly on time, which is great.

We're actually going to the third part now, which is on the whole AI plan and the Metaversity. I'm gonna share with you a couple of things that we are extremely excited about because we don't believe that we're gonna be living in a 2D world in five years from now, right? I think that the whole way that we're moving towards virtual worlds, the way that we're using AI, it suits perfectly for what we do, which is education. The one thing that everyone says about education is we should be able to get to the best mentors and best learning anywhere in the world, but we should be able to do it in a personalized way, and that's exactly what linking AR and AI allows us to do.

We have five elements which actually make up the full Meta Learning journey and Meta Learning vision that we have. The first one is the whole idea that we should each have an AI Genie, and we've talked about personal AI being very different from what you're getting from the likes of GPT-3 today. With GPT-3 today, if you go and have a chat with it'll answer all sorts of questions. If I went there and started chatting with it wouldn't know my name's Roger Hamilton, it wouldn't know that I myself am an entrepreneur, it wouldn't know exactly what I'm looking to learn because it doesn't know me. When you get personalized AI, it will know all those things.

We've got one step ahead, we believe, in the fact that we're already using Salesforce, which has its own Einstein AI, so it's already linking to all the data that people are actually volunteering to us. Because everyone who comes in as a student knows the more information they can give us about where they want to go and what they really care about, the more we can then basically give them something very personalized. The Genie that we have by linking GPT-3 together with Einstein AI, I think we're one of the first in the world that's doing that. That basically is a big part of not only how our students are gonna learn, it's also how our partners are going to actually be able to come on board and use exactly those tools for their own global classroom as well.

Secondly, we've got the entire in-interactive AI layer. That's what we call the Metaversity, where you have the opportunity of actually going into a virtual world when we're running our summits, being able to connect with others, have your avatar, and be able to then have those conversations with different people even though they might be on the other side of the world. That can become your mentors, your business partners, that can become your even team members as they come join you as well. The immersive learning side is what I was saying earlier, that everything we do is live in our campuses. You'll very rarely come to something which is pre-recorded. It will always be a combination of what is recorded together with what is facilitated.

We have all of these accredited facilitators joining us who are then connecting in different parts of the world to the programs that make most sense for them. Integrated earning is the GEMs that we have talked about, and we'll talk more about that as well. Predictive Metaverse is actually getting to a point in the future where we believe that we're gonna know what it is that someone wants to learn as a next step and actually guide them towards that as well.

We are very, very focused at how where we will be technology-wise in five, 10 years' time is quite different from now, and we don't wanna be left behind because we believe that by just being at the forefront of this, it doesn't just give us an edge against other educational establishment, it also gives us an edge against other edtech companies as well. This is the personalized learning AI that we are now launching. I'm gonna show you some slides of what this looks like as we, like, roll out now the updated partner portal that we're actually designing as well.

You will see here that we basically already are doing something at launch, which is actually happening during this week, which is a launch of a entrepreneur MBA program and an investor MBA program that we are launching simultaneously in all the countries that we're in globally with accreditation from the U.S. government, Department of Education, which means you can get funding for it. You can then basically take a one-year program, which gives you a lot of the best tools for entrepreneurship, and you can even get your team to come join this as well, right? For us, this is, like, really a world first, that you can actually be doing this in all different countries, and using all the tools that you're seeing on our platform, combining into an MBA program which gives you that certification as well.

We also basically by doing that on the investor side are really encouraging anyone there who's wanting to get smarter about the markets, what's currently taking place out there, thinks about actually extending that to actually having an MBA off the back of what they're learning as well. We also have got the launch of the personalized learning coming, the timeline of that is right here. Every quarter we have got basically a summit that's running. In quarter one, we have the lifelong learning summit. It's gonna happen in the first week of March, and this is where all of our educators and all of our community partners, our city leaders, our country leaders, are all joining to basically, like, look at how they're growing their education globally.

In April, we have the partner conference. By then basically we would have actually launched not just the new partner portal, but we'll also be launching all of the communities together with the Genie. That's actually gonna be added towards that. We have a brand-new website that we're actually launching during this time as well. In June, we have the Impact Investor Summit. Off the back of the Impact Investor Summit, we have a brand-new microschool.

That's what we call a live school that we run over a week, which is actually gonna be all about market manipulation, how to actually overcome what we're seeing in the market, take all the learning we've had, bring some of the top CEOs that we've been learning from, and actually be having an opportunity for all of us to be really building a movement for a level playing field for all of us as well. Whenever we can find smart ways to bring this education in to support all of us, this is a big part of what we're looking to do as well. You can see there's other parts of our roadmap that are actually showing up on this plan as well. This gives you a sense of what we're doing right now with the launch of the partner portal.

The partner portal is all about how do you plan, build, and grow a million-dollar education company? You could be a teacher, you might be a bestselling author, you might be a YouTuber, but you say, "I wanna have my programs also part of an accredited program, and I wanna know exactly what are the steps I need to put in place to put a proper student pathway in place as a premium model," where all of the building blocks already are there. Effectively it allows you to do exactly what Amazon allows retailers to do, where they give you all the tools to have a global retail store. We're giving all the tools to an educator to have a global classroom, but to have one that at the same time can be linked into our curriculum.

The process by which we do that, we have training modules that we're launching. They're called GAP, which is fundamentally like the Genius Accelerator Programme. The next one launches at the beginning of March. There's gonna be quite a number of people that have just come on recently that are running certain countries. They're our translation partners or they're our faculty partners who are gonna be going through that program. We're gonna see all of the new courses that they're running then show up on our system as well, and then all the students can then find the ones that are right for them.

We also have got dashboards that are being built, which effectively gives you an insight into every aspect of how not only is your business or your school performing, but how does it compare to other schools as well. When I give you the metrics, you know, of like under $1 per student that's joining and then $10 per student that's paying, it actually obviously changes for each educator. By us actually taking benchmarks and saying, "Hey, you're ahead or behind the industry average for your particular content," it allows everyone to be improving from each other.

We're building libraries, so everything from the advertisements that you're sending out to the landing pages through to the actual courses you're running, you can actually then copy and paste libraries of other things that are working well and where we're actually all sharing with each other, which is a really important part of what our educators do. They collaborate, and they share best practice. As a result, you know you're in a place where you're gonna be learning, not just at your pace, but learning at the pace of the best that's out there. I think that's one of the most exciting things about what we're doing, is it enables us to be very much grassroots driven. Who's gonna be teaching the best classes five years from now? I don't know.

I know that GeniusU will know because it's actually tracking which are the ones that are getting recommended, which are the ones that actually should be lifted to the top, and it gives everyone a fair chance of being able to actually be the next educator that everyone's following. This really is a really, really important part of where we're going, very similar to how this is being right now streamed on YouTube, I know that no one can watch something on YouTube and get an accreditation. Whereas by being the same on our GeniusU platform and being able to get accredited, that really makes all the difference.

We also have a new homepage that's coming, this is where basically, you're gonna be able to find, easier navigations, easier ways for Genie to guide you through as well, and this is all coming within the next quarter. While I am very active on Twitter, I'm very active on YouTube, sharing a lot of what's on my mind right now, I do hope that you see that our 500 staff behind the scenes and our 12,000 partners are extremely busy at growing the education revolution that we're all part of, right now as well. That kind of leads me on to now a couple of things which I'm sure many of you might have questions on, which are some of the things that have happened since we launched our Illegal Trading Task Force.

Less than a month ago, it was really very recently that we actually did this, and there's been a number of actions that we've now taken. We've moved, I believe, at pace. The team has been very focused at the actions that need to be taken, and we've learned a lot along the way as well because we've been given a lot of advice from all the people we've spoken to. Some things are possible, some things take longer. I hope in this section I'm gonna give you a little bit of an overview on the key elements, which is our best thinking today. Like where we'll be in a month or three months from now I think is gonna be different as well. Here's our best thinking today.

The first thing is for everyone to know that I would love to share absolutely everything that we are learning with you, but a lot of it's part of a legal process where it's basically part of our case that we are building. I can't share all of it, but I will be updating as we go as well. We are at the next stage of the legal process right now where we continue to track together with two of the best trackers.

Many of you would have seen the video I did together with the CEO of ShareIntel and the CEO of BuyIns.net. The two of them have been very, very supportive, you know, giving us regular reporting, showing us just, you know, how much, you know, we are seeing, you know, challenges on a daily basis, right? With basically how our shares are being tracked and are being traded. At the same time, we have Wes Christian and his team that we are on calls with daily and actually going through the progress of the next steps towards the legal action, right? We will be giving you updates as that happens. That's taking up a large part of our time.

We basically are putting in certain things in place, including two things that are gonna be voted for at 8:00 AM. Eastern Time tomorrow morning at our EGM. This is basically subject to a proxy vote, so most people already have given their votes in already. This is basically for a share repurchase mandate and a share consolidation. One thing I want to say about both of these two things is obviously another word for a share repurchase mandate is a share buyback. What a share buyback does is it obviously means that you're able to pull some of the shares that are out in the market and pull them off the market.

This does not help in the case of naked shorting, 'cause if naked shorting is counterfeit shares, well, there's gonna be a whole bunch of counterfeit shares no matter how much we want to buy back. There's definitely a positive in that happening, and if that gets voted in tomorrow morning, then I believe that's a really positive sign for our board 'cause it gives the board that extra tool to then use when they want to. It doesn't mean it's gonna happen immediately, but it means that we've got that tool that we can then use. Similarly, share consolidation, just to give some context to this is talking about a reverse split. When we first wanted this to be voted on, it was because we had a very low share price, right?

As many of you know, at the beginning of this year. We didn't want to be at risk of being delisted. I don't believe at this point we have that problem anymore. Just because this gets voted for does not mean it means that the board is actually going to go and use it. It just means that we are able to use it if we wanted to. We're never gonna do anything that isn't in the best interest of our shareholders, and we're gonna be updating you regularly on what we're doing when we're doing it.

I do believe that in the same way that so far I believe that many of our shareholders have been supportive of the actions and the communication that we're having, we're gonna continue on that pathway going forward as well. The application process for dual listing has started, right? We actually have already done our application. It's in progress. It takes about three to four weeks, we're just patiently waiting for that to complete. That then allows us to then go ahead with the timeframe I'm about to show you, on our $10 NFT coupons that we have as well. These are some of the highlighted things that we are now moving forward with.

What you don't see on this list, which I'm about to get to as well, is the Entrepreneur Resorts spinoff, which effectively operates like a special dividend, and I'm gonna explain the difference of that compared to the coupon as we go forward as well. The upcoming EGM, I pretty much explained this already, so I'm not gonna go into more detail on it. Again, like I said, we will be letting you know straight after the EGM. We'll come out with a press release as well as to basically the results of that. Off the back of that's news that's gonna be coming before the market opens tomorrow morning. As far as the Entrepreneur Resorts spinoff goes, we are also very active now in moving this forward. These things might sound simple, they're very complex.

Entrepreneur Resorts itself is a public listed company on MERJ. It's been there since, I believe, 2017, so for quite some time. I love every single one of these different locations, which I handpicked each one of them as time has gone on because as an entrepreneur, I always believe that I do my best work when I am in paradise, right? I do my best work when I can think freely, when I'm connected with the nature, and I find many other entrepreneurs do the same as well. We bought Vision Villa Resort, and I've basically and I that's where I saw my kids grow up all the way since the early 2000s.

We have run so many of our different programs there, and in fact, many of the different companies that you see us now having got connected at the master's programs that we ran in Entrepreneur Resorts in Bali, for many years, right? There is definitely a big place in my heart for that resort. Similarly, our beach cafe in Sanur, which is also in Bali, is a beautiful place where we're running co-working, where we're running co-learning, where we do all sorts of charity events from there as well. These are licensed models, which means that we already have people purchasing licenses to start these in other countries as well.

The third license model we have is Genius Central, which is actually a co-working space in the middle of Singapore central business district. It has great food, it has great drink. It basically runs all sorts of courses there. We actually ran our last investors summit from there as well. It's a really exciting concept, which is very different from the co-working that many of us are used to, where you get free beer, and then you basically, you know, pay for the space. This is the opposite. It's like, you know, you can actually have the space for free, but it's, like, better food, it's better drink than you'll find at Starbucks, right?

The whole idea of it is it actually is an evening hangout place as well, where you actually have cocktail parties. We have a really powerful license model on that, which also is being extended to different parts of the world. There's already licensees in places like Tokyo and places like Athens that have already taken this up. We've got a lot of very exciting growth prospects for Entrepreneur Resorts. We also have our safari game lodge in South Africa and also a members lodge called Matla Game Lodge in South Africa as well, where again, we run different programs.

In fact, our last physical impact investor retreats were all held in our safari lodge where we all got to meet up, learn all sorts of new things around investing from top experts, and then enjoy ourselves at the same time as well. The one thing about Entrepreneur Resorts is that it is a different business model from the ed tech model that most of the rest of the company is scaling with. Frankly, even without the Illegal Trading Task Force being involved in this, it did actually make sense and we're already having conversations about whether or not it should be a separate company that got spun off. Now, because by spinning it off, it also requires a special dividend and a share count for everyone to get equal percentage of shares in Entrepreneur Resorts.

This then means effectively it forces a record count, which is one of the main mechanisms by which it's possible for us to make sure that we're clearing out market manipulation that's happening. That's why we're actually now putting this under our Illegal Trading Task Force. Where are we at with this right now? Well, the first thing is that in Singapore, 'cause we are a Singapore company, there is a structure to go through for a corporate restructure and a capital reduction, which is what this is. It's basically a spinoff. It will be voted to in EGM. We are preparing right now the circular which then will lead to the EGM..

We will be sharing more information about this, and you can expect to see that sometime later this month or beginning of March. It then goes through a process in Singapore which basically gives a court order stamp of approval that the balance sheets on both sides, once you've actually spun it off, are both healthy. It gets approved. New York Stock Exchange approves it as well. You then set the record date, and once you basically have done the count, then you do the distribution of shares effectively as a special dividend. This is from where we're at right now. Obviously, it all depends on how long the approval is in Singapore and in New York take. We're estimating that it's gonna be happening in late Q2.

We'll be keeping you updated as we go at each one of these stages. As we actually get the EGM approval, we'll be letting you know. Once we get court order approval, we'll let you know. We'll be giving you updates as we go, it'll become very clear when we're gonna be ending up getting to a point where we can actually give a record date. Now I'm gonna share, like I said, the difference of this and why we're doing this as well as the NFT dividends. I'll share a little bit about that as we get to that. This basically gives you the structure. Now, it is a total coincidence that Upstream Exchange also happens to be partnered with MERJ. They actually set up that partnership after we listed, right?

Because we listed way back in 2017, 2018. MERJ is based in the Seychelles, which is a beautiful island, but it just so happens that the MERJ stock exchange decided that it wanted to be quite innovative early on. The fact that we could get listed there as an international company, the fact that they already are working with other blockchain related companies, that led them to the partnership with Upstream Exchange, I just think is a pretty magical coincidence. You can see the actual structure as it is today. Entrepreneur Resorts Ltd, a listed company, so it has its shares listed at $2.75 at today's price on MERJ. However, it is 97% owned by Genius Group because we did an acquisition prior to the IPO.

It's also 3% owned by retail investors. What we're gonna be doing after the spinoff is having Genius Group as one side. Everyone who's got shares at the record count in Genius Group, obviously you keep those shares. You're then also gonna be issued shares in Entrepreneur Resorts, Entrepreneur Resorts, those shares will be on the MERJ exchange. Now, one thing I will say about the MERJ exchange is it's not like the New York Stock Exchange. It doesn't have a very liquid market. That, you could argue, is a detriment because it means that it's not easy to buy and sell the shares there.

However, we basically are going to be walking through a plan which we already announced in the press release of our intention to actually take it from the MERJ exchange and to take it to an exchange outside of America which doesn't have potentially the same type of market manipulation that we ourselves are trying to fight right now, but actually could be in another country. Whether that is Australia on the Australian stock market, whether that's Singapore market, or even in the U.K. on the London stock market, that's the assessment we're making right now as well. The timing of how long after the actual spin-off happens before we then do a listing, we'll be able to give more information on that closer to the time of the spin-off as well as we're going through the research side.

As you can expect, all these different elements do take time. We do believe that afterwards, investors will find that both companies can grow far more effectively, both because of the fact that they each have got their own strategies going forward, but also because the management team on the Entrepreneur Resorts side can be specialists in hospitality and be able to grow the licenses while the management team of Genius Group will be very focused on the edtech side and be able to grow that. Of course, the two of them will continue to partner together as well so that Genius Group programs can be run in all of the Entrepreneur Resort locations. That, I think, is one of the most exciting things for all of us.

That's what we mean when we say it's high tech and high touch, that we should be able to have campuses all over the world, and if you wanna get your MBA program in Bali, you could do that, right? That basically is where we see ourselves heading with Entrepreneur Resorts right now. That takes us now to the Upstream dual listing. I'm hoping that everything I'm gonna share in the next couple of slides, I can do in maybe about 10 minutes, and that gives us time to open up for all the questions as well, right? On the Upstream dual listing, like I mentioned, it's now in process. We are now basically just waiting for the MERJ approval. The fact that Genius Group already has got a company on MERJ does make life easier.

We already have a sponsor on MERJ. We already know the team there very well as well. We do believe that we're going to be getting that approval, you know, within the timeframe of the steps for the NFT digital coupon. This leads to the actual $10 per share NFT. As it says here, shareholders that hold Genius shares on the 20th of February, which is the record date, will be eligible to receive an NFT coupon equal to $10 for every share owned in Genius Group. Sort of following the dual listing and this coupon being issued, we will allow everyone to then do the transition to the NFTs on the 15th of March.

It's a very short time period of just two weeks at which you can then actually already start applying for your NFT coupons. You're not gonna be given one NFT for every $10. If you have $1,000 worth of shares, you're gonna get one NFT worth $1,000. If you've got $100,000, you're gonna get one NFT worth $100,000. You're gonna actually effectively have one NFT, which is not something you can sell, right? We're being very careful that this isn't seen by the SEC as a security. But it is something which basically you can have as basically a memorative, commemorative NFT 'cause you were here at this time, at the 20th of February.

Basically you can then convert that in a very simple process I'm about to show you, into GEMS, which are our Genius Educator Merits, right? That basically is our idea of student credits instead of student debt. Every day that a student in a school or university that's getting government debt is getting them more and more in debt, where in our case, you're earning credits through any of the CLEAR steps you're taking. In this case, you're earning credits just by being one of our investors. How does it work, right? Basically, it works in, first of all, us having this pre-count period from now through to February 27th, when everyone knows the count date is coming on February 28th.

Anyone who doesn't wanna have NFTs, obviously no interest in being in the count on February 28th. You know, any fake shares out there, like, obviously no interest in being there on February 28th. Anyone who actually wants to have share, any of those coupons, then obviously, you know, February 28th becomes an important date. If you own something on February 27th, but then you sell it before February 28th, doesn't count. If you buy on March 1st, doesn't count, right? It's just gonna be on February 28th. We have the count date. Why have we picked that date?

There's a big difference between a special dividend, where the process of a special dividend is basically the DTCC will go out to every broker and say, "Well, look, you need to tell us exactly who are the shareholders and what is the shareholdings under your brokerage, because we need to issue to each of them something very specific." For example, in the case of a spin-off of Entrepreneur Resorts, is you're actually giving each of them something very specific, which is shares in Entrepreneur Resorts. For that, we need their actual real name, details. We need a way to be able to distribute that to them. In the case of a coupon, a coupon does not count the same way, so they're not forced to have to give us all of that.

They are at risk that if there are a lot of investors that are coming to claim their coupons, and it happens at a brokerage is actually ending up with a lot more people claiming coupons than there should be, right? There is then the liability that then can actually form for that brokerage. And that liability is $10 per share, right? If they've got 1 million shares they shouldn't have or over-counted, then that does mean there's a $10 million liability. This is brand new. There really, I don't think there's been anyone else has gone through this mechanism that we have seen. We believe that this is something which is going to really help us moving forward.

Regardless of what happens on the 28th, the fact that all of our investors will have this benefit themselves as well. Hopefully it will attract more bona fide investors to us. I think this is a really, really big part of what we're doing, and this is going to be a case study for additional NFT coupons we can do in the future. Of course, once we've got the mechanism set up, we can do this as many, as frequently or infrequently as it makes sense to do. We basically would then have a registration period. Which you'll see here isn't starting and stopping on March 15th. As long as you've got shares on February 28th, you've got a 3-month period from March 15th through to June 15th in which you can go to basically get your NFT.

You've got actually a six -month period from March 15th through to September 15th, in which you can redeem and spend those gems that you have as well, right? At September 15th, any gems that are not spent, they all will just expire, and any NFTs that are not redeemed by June 15th also will just expire. We're not carrying forward a liability, and frankly, we're not expecting everyone to be actually using theirs either. We hope everyone who wants to use theirs will make good use of it, right? What is it you can do with these coupons? Well, first of all, here's the process.

By the way, this process here, you can come back to these slides after this meeting, and you're free to actually go through the application process on Upstream already today. You don't have to wait until the 28th or until the 15th. We are not yet approved on there, so you're not gonna see our name on there, so don't go looking for our name. Once we're approved, you'll find us straight away. I recommend that if you're interested, it's worth already downloading the Upstream app, either, on the App Store or Google Play, clicking on the gear icon as it says here to open up the sign-up, basically going through the sign-up process, which gives you a very simple KYC process you're following.

You can see here, you're just copying the signing key, securing safe place, clicking the Start, clicking on the gear icon for home, and then going through the KYC process. Then you can go and explore all the different things that are actually already are on Upstream, which includes NFTs, includes a number of companies now on there as well. Then what you'll see here is if you click on the NFT area for redemption, you're obviously not gonna see us there at all, but on the 15th of the month, you will see us, 15th of March.

When you see us on the 15th of the month and you actually click on it, of course Upstream will have all the data from all the brokers because they all report on the last day of every month to actually verify who you are and how many shares you have. It will actually give you the link where you actually can click. We're gonna give you instructions on it as well. We are holding our next investment meeting on the 15th, so we're actually gonna show you a live demo of this when we actually do this. You don't have to take any action on now if you don't want to, but if you actually click on it and go through it, you will then see it like this is how many shares you have.

Now you can click, now you can redeem. This is for everyone who's on a no-go list, which means that the broker already has your details. You have no objection to giving your details. Anyone who's on the over list, which means that you're part of a fund where they're not giving details, we'll tell you the process at this time as to how you then basically can give us proof that you actually have shares at that time as well. This will allow us to basically be able to like see, exactly who there are coming through.

We highly recommend, even if you're not sure if you're gonna use this, go through this process anyway, because the more investors that are real investors that are basically saying, "Look, I'm real and these are real shares," then the better for this process for us as well. The final thing I'll say is that, of course, once you've actually got on the 15th your different GEMs, what can you use those GEMs for? We have basically got a select number of the most popular programs that we're running, that we're giving you right now to have a look at, so you already can be anticipating before the 15th what you might be a part of. Your GEMs cannot be transferred to someone else, right? They can be used for yourself and your family.

This allows you basically already to decide, you know, if you've got kids, right? If you've got teenagers, do you want them to be going through some of these as well? We do have a number of different programs. You'll see it always starts from a level one program, which tends to be very low cost, all the way through to the highest level programs, which you can see here are actually the Genius School Educators. We are running a virtual summer camp, a Young Entrepreneurs Academy, where there's $50,000 in prizes for the best startup decks. We have the most incredible ideas that come out of this. It's very inspiring. There's basically a number of different programs you can see here. We have the same on the university campus side.

This also starts with assessments and goes through to professional certifications. It goes through to our digital entrepreneur MBA, and then what we'll be launching also, which is our investor MBA. We also have a digital master's of education, and then bachelor's degrees, which are full 3-year programs that you can also be running through as well. Again, for many of the students that are out there, this becomes a very valuable thing because it's not just the discounts you're getting, it's the fact that this can also be covered by government aid and government loans as well. That basically makes it a very affordable option for any university students.

Entrepreneur campus takes us all the way through the full pathway up to digital entrepreneur MBA, but it also includes mentoring in many different parts of the world, our master's programs, which are either physical or virtual, and our Genius Entrepreneur Metaversity. I'm not gonna go through all the details on the products here. I just want to highlight that these are all available at this point. For any of you that are already interested in really just exploring more about our company and how this could be of value to you beyond just being an investor, but being one of our students, one of our partners, I highly encourage doing it, not even waiting till the 28th. You can already do that earlier as well-

One thing I'll say about each of these, and you see here the investor campus also, we've got these steps here too. You'll find all of this and the information on these also in the prospectus that I mentioned earlier. Basically, off the back of this, we are also going to be adding some other discounts which we will be publishing by the time we get to the 15th of March, which does include our global summit series. It may be that you're going to be joining one of our summits during the year. Our master's programs that happen at our resorts, and even just showing up at the resorts, whether it's for a corporate retreat or coming with your family, you're going to be able to use GEMs for discount programs that we're actually running there as well.

I mentioned earlier this whole idea of an impact investor micro school, where off the back of our summit in May, we're actually going to be having a program of what is impact investing? What is ethical investing, right? How do we protect ourselves and do the right thing in the marketplace? What are the steps you can do to protect your own investment. For example, we've already had done videos showing that if you are an investor, let's say for example in Genius Group, and you don't want your shares to be loaned out for shorting, well, you can basically, you know, get paper certificates. You can DRS your shares. You can take them off a margin account and put them into a cash account. There's very specific things that you can be doing. How do you do those things?

What are the different steps? Then also, what are the ways to really be able to start analyzing the companies that you're actually investing in more as well? We're gonna be going through that in a micro school, and you're gonna be able to use your GEMs to just come and join that as well. Right? We're really trying to, like, make as much value here as possible. We're gonna have additional monthly discounts as well, so if nothing here suits you know, by April, by May, we'll be adding additional programs in based on feedback from our investors as well. That really is a big part of the fact that until the IPO, pretty much all of our students and our partners were the people that became our investors.

We've also seen the opposite happen, where people who are our investors become our students and our partners. We believe that everyone should have a stakeholding in the future of education. This is some steps you can take right now. Option 1, if you're interested in any of the programs that you saw, especially if it's the level 4s, level 5s, where you say, "Look, you know, I'm interested in that idea of an MBA," or, "I'm interested in the idea of being a certified trainer," then you can get ahead and basically just book a call with one of our team now. You don't have to wait until later. If you were to book a call now to find out more about what's happening and what it might be. We have something which is called a navigation call.

It's where we find out what size business you have, what's your interests, you know, what are your main passions. From there saying, "Well, we think this is probably the best path for you." We're quite happy to honor particular steps forward in anticipation of the fact by the 28th you believe that you're gonna have a certain number of shares and so you're gonna have a certain discount. We're fine with that, right? To actually say, "Well, then on that basis, we can already get started on something." When we actually can verify the total amount, then we basically book up the difference and we use the GEMs. This is a way to just get started already if you'd like to. You can either click on the link.

I'm sure Suraj will drop the link in the chat as well. For anyone listening to this recording, all of this, including the chat, will be in the recording of this YouTube livestream afterwards. There's a QR code here as well. You can even just take a shot of this QR code now, and it will take you straight through to book a call. There'll be a booking call just for the next couple of weeks. The second thing is that we actually have something we run which is called partner roundtables and investor roundtables, which isn't so much one-to-one. It's really a small group of maybe six to eight people, where you get to meet other entrepreneurs or investors as well.

If you go, "You know, I'm interested in actually meeting some of the senior leadership team at one of those," I'm often running some of those founders roundtables. We also have others in our team running those as well. You can also basically click on the link and just come to one of those instead, and that means you don't have to be, you know, putting so much time into a one-to-one. You just wait, right? Option 3 is just wait until the count of 28. Wait for our updates, as they come in March, that way you're gonna be taken care of anyway. It'll just be a little further down the line.

That kind of takes me to the final part, which is everything I shared so far was really what you can do as one of our students. Everything we do and everything we've been able to do to grow has come from our partners. We have level 1, level 2, level 3 partnerships, what we are doing is working at different levels based on what size education business someone wants to have. These education partners are the ones that actually become the faculty and use all of our partner portal to build their business. Also, we have our community that are in all different countries.

We have got amazing communities in Japan or in China, in Australia, in all different countries in Europe, in Africa, in South America, and now also starting all over America as well, where that becomes a local campus in that city or in that country where we have the translations taking place, and where we can bring all of the different programs that make most sense into those countries as well. Our system allows a community partner to earn a percentage for looking after the community, allows the educator to earn a fee for actually doing the education. We can actually go through all that detail even when you book a call with us. You can become part of this a company that we're growing as well. Everything we do is through partnerships.

I really hope that just from what I've shared so far, everyone's got a better idea on what we do within Genius Group and the way that we do it as well. We really are just at the beginning of our journey. Yes, we have over 4 million students, but, you know, we have got, like, lofty goals that take us to 100 million students and beyond. How we get to those numbers, what we look like when we get to that size, one of the people I was really inspired by was Salman Khan from Khan Academy, and he managed to get from 0 to 100 million students just within his math classes on Khan Academy within less than 10 years.

We believe that we've got something which is equally valuable for the world, and for us to be able to get out there and follow in the footsteps of amazing people like Salman Khan, who was one of our summit speakers, this is a big part of our transition as well. This really takes us to the section where I'm now going to be able to open us up for Q&A. What I'll do is, first of all, just come over to Flora, and I'm actually just looking through the chat as we go as well. Wow, there's a lot of chat going. Oh, I see we've got a good number of people watching us as well. Welcome to everyone who's here.

Flora, before I go into some of the Q&A of what you sent me earlier, do you wanna give me a sense of just, like, roughly how many questions you've been able to pick up that you think it'd be worth us trying to answer right now?

I think we'll have about 20 questions or so.

Wow. Okay. All right. That obviously means we are not going to finish at 15 past, but that is okay. I am more than happy to make this a longer session, and we will get through as many of those questions as possible. Flora, I am going to actually start with the questions that you sent me earlier. These are people that gave in questions before we even started this session here. The list of questions I have here as well, let me just grab it. I am going to run through them. Our first couple of questions were related to the NFTs, right?

The first question was, "What prevents brokers from merely filling in with an obligation placeholder and ignoring the coupon claim?" Yeah, this is exactly what I was saying, that if a broker basically isn't being honest about, you know, like, how many shares they have, we can still expose that, or at least, you know, hold them to liability off the back of all the investors saying, "Hey, I'm actually like, you know, presenting the fact that I have these shares." If we see that there's over allotment, that's gonna become very obvious, right?

It's not as foolproof as the special dividend is, but the reason that we wanted to do both is we can get the coupon done within 1 month, whereas the special dividend, especially if it's done in the case of a spin-off, does take as you've seen, like, you know, 3 to 5 months. If we wanted to do an NFT dividend, frankly it takes even longer because basically there's a lot more hoops we'd need to jump through in today's regulatory environment for us to even get an NFT coupon out there today. Which is why you haven't seen any companies recently being able to actually pull that 1 off. Doesn't mean it won't happen, right?

At the moment, it's actually easier to do something like a spin-off, and it's even easier to do something like a coupon. We are not using one bullet, we're using a whole machine gun. The whole goal is that we just continue to do things which are of value to our shareholders, but also inconvenient for those who actually are really more interested in market manipulation.

Second question, "As we are collectively learning to fight the shorts, what action can North American shareholders take prior to the NFT coupon dividend to pressure our brokers to deliver our dividends fairly and avoid situations in question one?" Yeah, I wouldn't worry too much about getting them to deliver fairly, because we're gonna be giving you the chance to tell us directly by logging into Upstream and saying, "Right, here's how many of the coupons I have." That's for the coupons, right? With the dividends, you don't have to worry about it 'cause they have to report basically on the dividends when we actually do the spin-off.

By the way, like, this has all happened, remember, all within a period of just, like, two weeks of the actual illegal naked trading task force being put together. This is not the end of our actions, right? This is basically just the first actions we're putting in place. We do not see this as something that gets solved within a couple of months or even within 1 year. We see this as an ongoing, a set of preventative measures that we will continue to do for many, many years to come. There'll be more things that will be coming as we go, but obviously, you know, I'm not in a position right now to share what those things might be.

Number 3, "In the possible event the dividend doesn't force naked shorts to close and the shareholders are unable to access the coupons, what actions will the company take to protect shareholders and hold brokers accountable?" Right. Obviously, you know, when we actually see is there over-counting, we're gonna be able to report that and share what's happening there. We're gonna go through all the same processes that we're going through right now with our, you know, existing data that we're actually collecting right now as well. We'll be, you know, like, working with anyone where there is over-counting that's been taking place as well, and advising on the next best course of action as we go too. Right. I think it's gonna be a very interesting month ahead.

Will data regarding the share count be shared openly following the closure of the dividend period?" Like, again, we're talking specifically more about the spin-off at this point. In any case like this, right, if we're actually at a point where we have actually filed, you know, any kind of legal complaint, then of course that gets filed publicly, right? You will know when we actually are at that stage. "What steps will be taken during the EGM to ensure current retail shareholders fairly vote?" I think you already know, we've already gone through that same process, and we've seen a very high percentage actually get participating and vote, which is a very good thing.

We'll know the actual full details in tomorrow's session, but I think that's actually been very fair the way that's worked already. I think, you know, the right shareholders have stepped up to be voting on that too. There was a question here, strategy on GeniusU, but I do believe that we've already gone through a bit on that strategy and also on the Metaversity. I shared more on the Metaversity too. There'll be more updates as we go on the launch, 'cause we now have the timeframe of those launches that you'll see in those slides. As we get closer, we'll be sharing that too. We do have a philosophy of making sure that there's more news every week. You would've seen that we've been doing that every week as well.

Do keep looking out for our press releases and the things that we're actually sharing going forward as well. Flora, those were the ones I had earlier. Do you want to be just going through each of the questions one by one with me, and then I will answer?

Flora Hewitt
Head of International Relations, Genius Group

Okay. Hi, everyone. Let me just cover off a couple of things, 'cause there's been a bit of confusion and things. Just to clarify things, this NFT coupon is the dividend. For the ones that have asked whether there would be like a separate dividend, there wouldn't be because the NFT is the dividend. For the ones that do not wanna have the NFT or the coupon, you're gonna have to, you know, it's up to you whether you wanna redeem it or not. If you don't wanna claim it, you don't have to. Questions about the reverse split and when it takes effect.

Again, the EGM is tomorrow, if it is approved, and only if it's approved, it will be at the discretion of the company on whether the reverse share split happens. Also, we will only take action if it's in the best interest of shareholders. I'm going through the list of questions. It's a very big list. It is the exact same about the share buyback. The company's going to have, if approved, again tomorrow at the EGM, it will be at the company's discretion on when the share buyback will happen. In terms of whether the shareholders will be compensated for the share buyback. So shareholders don't get directly compensated because we don't come up to you and ask to buy back your shares.

We buy back the shares in the open market, so you're indirectly sort of compensated as it could be effect on the share price. When we do results of the EGM, be the results. If you have registered for EGM meeting, you will know the results live. If you can't make the meeting, we will be releasing, you know, a press release and our 6-K filing with the results in there. If you sign up to our investor relations news, you will be receiving the news directly to your email. There has been a lot of questions about the proxy. For everyone's benefit, the voting for the EGM, the record there was the 10th of January.

That means that if you were not, a shareholder at that time, you would have not received a proxy. Every single shareholder, that was a shareholder on the 10th of January would have received a proxy, either from their brokers or directly from our transfer agent. Only those shareholders can vote. All the ones that were shareholders past the 10th would have not received a proxy and unfortunately cannot vote.

Roger Hamilton
CEO, Genius Group

If I can add just one thing onto that. If anyone asks, "Well, why 10th of January?" I mean, the way that it works with Singapore law is that you need to give 21 days' notice. Also at the same time, the actual process, you know, for VStock to go out, you know, go to everyone to get their addresses to mail out on an EGM is usually like a week to 10 days. When you add all that together, that's a full month that you need to get to even get to a date like today. The same will be when we actually do an EGM for the vote on the Entrepreneur Resorts spin-off. It'll be a good, you know, month notice we need to give.

Obviously any of you who are shareholders during that time, you'd see that, and then you see the notice go out, and then it'll be a good, you know, month before we actually can run the EGM.

Flora Hewitt
Head of International Relations, Genius Group

For the ones that have received the proxy, how do you vote? There should be all of the instructions on the proxy, and if you still have any doubts, you can email me at investor@geniusgroup.net, or you can email our transfer agent, VStock. Will the share count made public? Our latest share count was made public in our 6-K filing on the 25th of January. I advise you to go and look at that filing on our investor relations website. What's our plan to combat the shorts? For this, I think if you can look back at the slides of today, I will be putting the slides up on the investor relations website. Just look back at the slides, and you're gonna have all the information there.

In terms of, someone asked, when is the share count scheduled? That was at the start of the call. There's not much information written in this question, but I would assume, someone was mentioning the share count for the coupon. The share count is the 20th of February. As Rog explained before, if you are a shareholder on the 28th of February, you will be eligible for the coupon. If you sold before, you will not be, if you bought, for example, on the 1st of March, you won't be either. What's happening to the public launch of GEM crypto tokens? This is, you know, an update. We have not released an update on this.

As soon as there will be an update, we will be sending a PR and a 6-K. Again, please subscribe to our news, and you'll be receiving the news in due time. Do you have a course on how to short sell or courses on how to pump stocks? On this, you know, on our GeniusU platform, we have a big range of different financial courses. I encourage you to look through our prospectus that we're gonna have available on our website or reach out to one of our customer service team and they can give you more information about what courses we have. Someone said that they were a former active duty U.S. Marine and would love to become a student. Would you accept my GI Bill?

You know, a lot of our classes are free. What I suggest is you first, you know, sign up to GeniusU, start our classes and, you know, of course, you can be a student. Are the GEMs going to be redeemable on the MBA classes? Yes, on certain ones. Again, please look through the prospectus. In the prospectus, there's direct links to each of the courses, so you can know which MBAs you can be eligible for. Can the GEMs be used in Entrepreneur Resorts ? Yes, they can. Similarly, please look at the prospectus, and you're gonna have all the information there. Other question, how can I get more information about the cafe licenses for your country? Best is to reach out to our Entrepreneur Resorts team.

if you go on the Entrepreneur Resorts website, please contact our customer service there and, they will put you through straight to the right person that can help you.

Roger Hamilton
CEO, Genius Group

Actually, yeah, I'd say on that one for also, what we said earlier in terms of booking either a one-to-one call in the next couple of weeks or even joining one of the roundtables, go ahead and do that because the whole team, you know, knows all the different steps and how to do that. That way you can straightaway get to the right people to actually be able to move that forward. I think that's gonna be a very exciting thing because the lifelong learning summit we're gonna run on the second and third of March, we're gonna have a lot of our licensees who are gonna be on that as well, right? The perfect timing to get involved if you wanna get involved.

Flora Hewitt
Head of International Relations, Genius Group

Then last question was, will bad student debt be an issue for the investor? You know, I'm not sure if the question is about, you know, using the GEMs and taking classes or not. If it is, then it's not an issue because, you know, some of the classes are free. You know, our mission really is very inclusive. Anyone can join our classes, so no, it wouldn't be.

Roger Hamilton
CEO, Genius Group

I think that might also be referring to the fact that there's definitely been a lot of universities, if they've got a bad default rate on student debt, then that also has been something sometimes, right? Which actually isn't so much about the default rate on student debt because that's back on the government, right? The government's the one that's actually given the debt, and the debt's back to the government, not back to the university. There is no liability to the university. It's more if there is too much of a dropout rate, right, then that is a liability because then the Department of Education, you know, everyone looks badly on a university that's not doing a good job there.

We've historically had a very, very good pass rate, and we've also now, with the programs that we're running, seeing a very high number of a high retention and also a high kind of pass percentage on the basis that people are only taking courses when they know it's the right course for them through the freemium model that we have.

Flora Hewitt
Head of International Relations, Genius Group

I know I've missed out a lot of questions. I think there's been a lot more questions going through. Please, you can email me directly at investor@geniusgroup.net. I'll get back to you either within 24 hours or 48 hours. If you have more questions that you want Roger to answer live as well, we're gonna have an investor meeting for the month of March. If you want, you can start sending me questions for that as well. Yeah, he has to answer any queries that you might have.

Roger Hamilton
CEO, Genius Group

That's great. Thank you very much, Flora. Thanks, Flora. Thanks. We have Soraya behind the team that's been managing all of this as well. We've got the rest of our team. Many of them are actually on this call too. You know, we do know that what we're doing right now, which is running investor calls monthly as YouTube live streams, is in itself quite unusual. If you think this is a good idea, you'd like to see more of this kind of communication, then please give an affirmative in the comments. At the same time, I think everyone can see that there is a really strong community behind Genius Group as well, and I think that also is a really powerful thing. Thank you everyone for all your support.

Really looking forward to the month ahead, and, seeing everyone again on the next investor meeting on the 15th of March, which is gonna be our NFT day. Thank you very much again, everyone. We will now end this investor meet, and we will be catching up with you again very soon. Goodbye.

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