Genius Group Shareholders Approve Spin Off of Entrepreneur Resorts Limited and New Constitution

SINGAPORE–(BUSINESS WIRE)–$GNS #GNS—Genius Group Limited (NYSE American: GNS) (“Genius Group” or the “Company”), a leading entrepreneur edtech and education group, held an Extraordinary General Meeting today, May 16, 2023, at 8:00 a.m. ET (8:00 p.m. Singapore Time).

At the meeting, shareholders voted for and passed the following resolutions:

• The capital reduction and distribution of shares in Entrepreneur Resorts Limited to shareholders

For	Against	Abstain	Total Shares Voted
16,928,902 (93.68%)	1,123,872 (6.22%)	17,596 (0.10%)	18,070,370

• The adoption of the new constitution

For	Against	Abstain	Total Shares Voted
16,877,846 (93.40%)	1,174,148 (6.50%)	18,377 (0.10%)	18,070,370

Now that both resolutions are passed, the process for the spin off of Entrepreneur Resorts Limited will continue as planned with a court approval in Singapore and the NYSE process. We expect the spin off to be completed in Q3 this year.

Roger Hamilton, CEO of Genius Group, said, “The Board thanks Genius Group’s shareholders for passing those two resolutions which will enable Genius Group and Entrepreneur Resorts Limited’s management teams to streamline operations and focus on their respective business models more effectively.”

About Genius Group

Genius Group is a world leading entrepreneur Edtech and education group, with a mission to disrupt the current education model with a student-centered, life-long learning curriculum that prepares students with the leadership, entrepreneurial and life skills to succeed in today’s market. The group has a group user base of 4.3 million users in 200 countries, ranging from ages 0 to 100.

For more information, please visit https://www.geniusgroup.net/

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described in our most recent Annual Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the SEC on May 13, 2022. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Forward-Looking Statements” below.

Forward-Looking Statements

Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 20-F, as may be supplemented or amended by the Company’s Reports of a Foreign Private Issuer on Form 6-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.

Contacts

Investors:

Flora Hewitt, Vice President of Investor Relations and Mergers and Acquisitions

Email: investor@geniusgroup.net

Media Contacts:

Adia PR

Email: gns@adiapr.co.uk

US Investors:

Dave Gentry

RedChip Companies Inc

1-800-RED-CHIP

GNS@redchip.com