How to receive your Entrepreneur Resorts “ERL” shares on Upstream

Overview: All GNS shareholders as of the record date August 31st (i.e., shares purchased and held 2 days or more prior to August 31, 2023) will be entitled to receive an equal proportion of shares in Entrepreneur Resorts Ltd (ERL) on distribution date, which is expected to be on or about September 29th. The shares received in the spin-off will have the symbol ERLR in your Upstream portfolio. 

Steps on how to receive your ERL shares can be downloaded on this link or you can follow the steps described below.

IMPORTANT* You won't be able to request your share distribution in the Upstream app until mid-September, exact date to be announced, as that is when shareholders are expected to begin receiving their brokerage statements that show shareholding as of the August 31 record date.

STEP ONE: GET READY FOR THE DISTRIBUTION DATE

  1. Download Upstream from the Apple App Store or the Google Play Store and tap Sign Up.
  2. Complete KYC identity verification by tapping the settings icon at the top right of the app home screen and tapping KYC. Have an ID handy. KYC reviews typically within 2-4 business days.

STEP TWO: CREATE AN ACCOUNT ON BOUSTEAD & ACTIVATE SECURITIES TRADING ON UPSTREAM (REQUIRED FOR U.S. SHAREHOLDERS ONLY):

Important: U.S. Investors may only participate in the ERL share distribution on Upstream after creating an account at a licensed introducing broker dealer. Boustead Securities, a leading full-service investment banking firm and licensed FINRA member, is an introducing broker dealer for Upstream. If you’re not a U.S. shareholder, please skip STEP TWO and move on to STEP THREE.

  1. Create a Boustead account
  2. Activate securities trading on Upstream
    • Once your KYC identity verification has been approved on Upstream and you’ve received an email confirming KYC approval, you can unlock the securities trading feature on Upstream by following the steps below on the Upstream app:
    • Open the Upstream app.
    • Tap Investor.
    • Tap Manage Securities.
    • Tap Activate Securities Trading.
    • Once verified by Boustead, traders will be notified in the Upstream app that they may begin trading or depositing securities on Upstream.

STEP THREE: REQUEST YOUR SHARE DISTRIBUTION & VERIFY SHAREHOLDING

IMPORTANT* You won't be able to request your share distribution in the Upstream app until mid-September, exact date to be announced, as that is when shareholders are expected to begin receiving their brokerage statements that show shareholding as of the August 31 record date.

Once you have your brokerage statements confirming your shareholding as of the record date August 31, 2023, please proceed to claim your shares on the Upstream app.

Be sure your KYC identification has been approved on Upstream and if you’re a U.S. shareholder, please also be sure that you’ve created an account at Boustead and activated securities trading on Upstream by following STEP TWO instructions. 

Now you’re ready to request your ERL shares on Upstream. Please note that share allocation to Upstream accounts will not begin until the ERL distribution date.

  1. On the Upstream app, tap Investor, Manage Securities, then tap Spinoff Securities.

  2. Select the spinoff ticker symbol “ERLR” from the menu dropdown, select the parent company ticker symbol “GNS”, and enter the number of shares owned in the parent company “GNS” as of the record date August 31, 2023. Note: Share entitlement will be the number of GNS shares you held as of the record date multiplied by a spinoff ratio, which is 0.1832. It is extremely important that you enter the correct number of shares owned in the parent company as of the record date. Any variation may result in delayed share delivery and additional information requests.
  3. Tap Claim.
  4. Upstream will send you an email to verify your shareholding. You’ll be asked to send a copy of your brokerage statement(s) via email showing your GNS shareholding as of the record date August 31, 2023 (i.e., GNS shares purchased and held 2 days or more prior to August 31, 2023).
  5. Once your shareholding has been verified by Upstream and after the distribution date, your ERL share entitlement will be automatically deposited into your Upstream Portfolio under the ticker symbol ERLR. You’ll receive a push notification in the Upstream app announcing their delivery. Shares may take up to 5 business days to post to your Upstream portfolio.
  6. All shareholders will receive restricted shares in ERL under ERLR, which may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.

FAQs

WHAT IS THE ERL SHARE DISTRIBUTION?

On August 1, 2023, the Singapore High Court approved the spinoff of ERL from Genius Group, with a capital reduction and share distribution to all Genius Group shareholders at the record date of US$38,380,873 in the form of restricted ordinary shares in ERL, pursuant to a private placement transaction exempt from registration under the provisions of the Securities Act of 1933, as amended.

ERL is currently listed as a public company on the main board of MERJ Exchange in the Seychelles. Genius Group has now commenced the dual listing process to transfer ERL to Upstream, a new non-US MERJ Exchange market. This process is anticipated to be completed within 30-45 days.

Genius Group has set the record date for a full share count of its shares for the purpose of the distribution as August 31, 2023.

Following the share distribution date on or about September 29, 2023, shares of Genius Group and ERL will trade as securities of two separate public companies, with Genius Group dual listed on NYSE American and Upstream (Ticker: GNS), and ERL listed on Upstream (Ticker: ERL). Note: shares received in the spinoff are restricted for a period of six months and will be represented in your Upstream portfolio under the symbol ERLR.

WHO CAN PARTICIPATE IN THE ERL SHARE DISTRIBUTION?

Shareholders who hold shares of Genius Group on the record date (i.e., shares purchased and held 2 days or more prior to August 31, 2023) will be entitled to receive an equal proportion of the total shares in Entrepreneur Resorts Ltd to be distributed at the share distribution date. The exact per share rate will be announced to shareholders soon after the record date.

Genius Group has set the share distribution date of ERL on or about September 29, 2023. All shareholders entitled to the distribution will be notified in September 2023. All shareholders will receive restricted shares in ERL, which may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.

HOW DO I PARTICIPATE?

Shareholders won’t be able to do the share distribution request in the Upstream app until mid-September as that is when shareholders are expected to begin receiving their brokerage statements that show their shareholding as of the August 31st record date.

Shareholders can follow STEP ONE and STEP TWO (if a U.S. shareholder) above which includes downloading Upstream, signing up with a password, and completing KYC on Upstream. U.S. shareholders must create an account on Boustead and activate securities trading on the Upstream app.

After shareholders receive their brokerage statements verifying shareholding as of the set record date, shareholders may then request their ERL share entitlement on the Upstream app, then verify shareholding by replying to the Upstream shareholder verification email with copies of your brokerage statements showing GNS shareholding as of the record date August 31, 2023. Please note that spinoff share allocations to Upstream accounts will not begin until the distribution date.

Beginning on the ERL distribution date, shares will begin to be delivered to your Upstream portfolio.

WHEN WILL I RECEIVE MY ERL SHARES?

Once your shareholding has been verified by Upstream and after the distribution date which is on or around September 29, 2023, your ERL share entitlement will be automatically deposited into your Upstream Portfolio under the ticker symbol ERLR. You’ll receive a push notification in the Upstream app announcing their delivery. Shares may take up to 5 business days to post to your Upstream portfolio.  

HOW MANY ERL SHARES WILL I BE RECEIVING?

The number of ERL shares that will be distributed to shareholders will be proportional to the number of shares that you hold in GNS. The spin off ratio is 0.1832. Eg: If you hold 10 GNS shares, you will receive 1.832 ERL shares.

DO SHAREHOLDERS NEED TO TRANSFER SHARES TO UPSTREAM BEFORE CLAIMING ERL SHARES?

No. Shareholders just need to download Upstream, sign up, and complete KYC. After the record date and after receiving your brokerage statements that show your shareholding as of the record date August 31, 2023, you may use the Upstream app to request to claim the ERL shares. If you’re a U.S. shareholder, you’ll also need to create a Boustead account and activate securities trading on the Upstream app by following STEP TWO instructions.

CAN SHAREHOLDERS TRADE IMMEDIATELY AFTER RECEIVING THEIR ERL SHARES?

No. All shareholders will receive restricted shares in ERL under the symbol ERLR, which may be eligible for removal of restrictions and traded on Upstream six months after the share distribution date, if certain requirements are met.

WHY DOES UPSTREAM REQUIRE KYC?

To be included on the shareholder registry of a company, a shareholder’s name and address must be known. Furthermore, Upstream, a MERJ Exchange Market, is a regulated securities marketplace and verifying that you are who you say you are is legally required for you to trade safely and securely. Such verifications are used to assist in the prevention of money laundering, illicit activity, and bad actors from entering the Upstream community.

HOW LONG DOES IT TAKE FOR KYC TO BE APPROVED ON UPSTREAM?

Assuming you have provided the appropriate KYC information, approvals can be as fast as 15 minutes and, depending on date, time and queue, it could take up to 72 hours, Monday to Friday. If additional information is required, or if Upstream has many submissions awaiting approval, it could take up to 2 weeks.

WHAT DOES IT MEAN THAT UPSTREAM IS A MERJ EXCHANGE MARKET?

Upstream is a MERJ Exchange market (MERJ). MERJ operates a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate member of the World Federation of Exchanges (WFE), a member of the African Stock Exchanges (ASEA), a member of the Committee of SADC Stock Exchange (CoSSE), a full member of the Association of National Numbering Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the U.S. MERJ became one of the fastest growing exchanges in 2020 by disrupting the traditional stock exchange model.

WHAT IS MERJ EXCHANGE?

MERJ Exchange is an innovative end-to-end, multi-market global financial exchange for equities, debt and derivatives. MERJ has expanded its capabilities by providing markets and services for security tokens and digital assets. Visit https://merj.exchange/.

HOW CAN I GET MORE SUPPORT USING THE UPSTREAM APP?

Please visit Upstream’s support center at https://upstream.exchange/supportcenter.

DOES THE DELISTING IMPACT THE ERL SHARE DISTRIBUTION?

No, the Genius Group delisting from Upstream does not impact the ERL share distribution.

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Upstream is operated as a fully regulated and licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate of the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of the Association of National Numbering Agencies (ANNA), a Qualifying Foreign Exchange for OTC Markets in the US, and a member of the Sustainable Stock Exchanges Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/ an associate member of the International Association of Securities Commissions (IOSCO). MERJ supports global issuers of traditional and discount securities through the entire asset life cycle from issuance to trading, clearing, settlement, and registry. It operates a fair and transparent marketplace in line with international best practices and principles of operations of financial markets. Upstream does not endorse or recommend any public or private securities bought or sold on its app. Upstream does not offer investment advice or recommendations of any kind. All services offered by Upstream are intended for self-directed clients who make their own investment decisions without aid or assistance from Upstream. All customers are subject to the rules and regulations of their jurisdiction. By accessing the site or app, you agreed to be bound by its terms of use and privacy policy. Company and security listings on Upstream are only suitable for investors who are familiar with and willing to accept the high risk associated with speculative investments, often in early and development stage companies. There can be no assurance the valuation of any particular company’s securities is accurate or in agreement with the market or industry comparative valuations. Investors must be able to afford market volatility and afford the loss of their investment. Companies listed on Upstream are subject to significant ongoing corporate obligations including, but not limited to disclosure, filings, and notification requirements, as well as compliance with applicable quantitative and qualitative listing standards. Investors are encouraged to take note that as in all dual listed securities that are traded on multiple marketplaces, there can be differences in pricing as a result of different liquidity, price discovery and otherwise. Trading on foreign exchanges can expose investors to various risks, including currency fluctuations and differences in trading rules and regulations. Here are some of the most common risks associated with trading on foreign exchanges like Upstream: 1. Regulatory Risk: Different countries have different rules and regulations governing securities trading, and investors who trade on foreign exchanges may be subject to unfamiliar or complex regulations. In some cases, foreign regulators may have different reporting requirements or different standards for disclosure than US regulators, which can make it difficult for investors to make informed decisions. 2. Market Risk: Foreign markets may be subject to different economic, political, or social conditions than US markets, which can affect the performance of securities traded on those markets. Investors who trade on foreign exchanges may be exposed to higher levels of volatility and uncertainty than they would be if they traded solely on US exchanges. 3. Liquidity Risk: Securities traded on foreign exchanges may have lower liquidity than comparable securities traded on US exchanges, which can make it more difficult for investors to buy or sell those securities at the desired price. 4. Operational Risk: Trading on foreign exchanges may also expose investors to operational risks, such as delays or errors in the settlement of trades or difficulties in accessing trading platforms.

To dual list on Upstream, we executed a certificate of appointment of MERJ Depository and Registry Limited as a Securities Facility and confirmed that the shares outstanding on the date of the certificate execution (a) are duly authorized, validly issued, fully paid and non-assessable and any pre-emptive and other contractual rights related to all issuances of the shares have been satisfied, and (b) have been registered under the applicable law of the domicile of the company or are exempt from registration. All issuances and transfers of company shares have been, and after the date of the certificate will be, in compliance with all applicable laws, rules and regulations. The company requires MERJ Dep. to provide services (“Securities Facility Services”) as prescribed in the MERJ Dep Securities Facility Rules, including the Directive on Depository Interests and MERJ Dep. Procedures as a requirement of its listing on Upstream. MERJ Dep. is a company licensed as a Securities Facility pursuant to the Seychelles Securities Act, 2007. The Issuer that lists its Securities on the Seychelles Securities Exchange, operated by MERJ Exchange Ltd., known as Upstream, utilizes MERJ Dep. to provide Securities Facility Services to manages it securities as prescribed in an agreement with the Issuer and pursuant to the MERJ Dep.’s Securities Facility Rules, including the Directive on Depository Interests and MERJ Dep. procedures as a requirement of its listing on MERJ Exchange Ltd. The Issuer appoints MERJ Dep. to act as the Depository Nominee in respect of any securities traded which are quoted on Upstream and grants MERJ Dep. as the Depository Nominee, pursuant to the Securities Facility Rules Directive on Depository Interests. MERJ Dep. operates as a nominee account (street name) in the same manner as CEDE & Co, that accepts shareholder deposits in an electronic form from the transfer agent that facilitates the buying and selling of such shares on Upstream (e.g., by an individual name & address). Upstream is the trading technology employed by MERJ Exchange Ltd., a regulated national stock exchange.

Forward-Looking Statements

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