LZG International: Asset Purchase Agreement – Form 8-K

May 2, 2024

Dear shareholders:

As communicated in a joint press release dated March 14, 2024, issued by LZG International, Inc. (“FatBrain AI”) and Genius Group Limited (“Genius Group”), FatBrain AI and Genius Group have completed their previously announced agreement to join forces. to an Asset Purchase Agreement dated January 23, 2024 (the “Purchase Agreement”). Under the purchase agreement, Genius Group acquired the AI ​​software assets, customer relationships and specific businesses of FatBrain AI in an all-stock transaction, leaving Genius Group as the parent company and the FatBrain AI assets existing as a wholly owned subsidiary of Genius Group. The combined company is listed on the NYSE American and trades under the ticker symbol “GNS.”

Under the terms of the purchase agreement, as part of a tax-exempt reorganization under Section 368(a)(1)(C) of the Internal Revenue Code of 1986, FatBrain AI received 73,873,784 shares of Genius Group common stock (such shares of common stock shares, the “Consideration Shares”). The Consideration Shares will be split by the shareholders of FatBrain AI based on an exchange ratio that entitles each FatBrain AI shareholder to receive one (1) common share in Genius Group for every three and eight hundredths (3.08) shares held such a shareholder owns. of the ordinary shares of FatBrain AI. The Consideration Shares will be distributed to FatBrain AI shareholders pursuant to this exchange ratio, which we are seeking to complete as quickly as possible as part of the reorganization we are completing in connection with the merger.

We are also working with Genius Group to file a resale registration statement with the U.S. Securities and Exchange Commission (the “SEC”) for the Consideration Shares. Under the terms of the Purchase Agreement, this may take up to six months from the closing of the merger and the Consideration Shares may not be traded until the resale registration statement is effective. We are now working with Genius Group on that resale registration statement so that it becomes effective no later than six months after the merger. Once the Resale Registration Statement is effective or an exemption from the SEC’s registration requirements is available, you can trade your shares of Genius Group. We will send the paperwork to each of you by US mail, to the address on file with the transfer agent. You may also request electronic communications by emailing me directly.

We are very excited about the prospects for the combined company and are grateful for your continued trust and support as we move forward.

If you have any questions, please feel free to contact me at [email protected].

With respect,

Disclaimer

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