GBS Capital Affiliate AO Capital Partners Completes Acquisition of UGIZ, Setting the Stage for Venezuela Oil & Gas Expansion Under New Leadership

Extended, Deliberate Closing Process Prioritized a Cleaner Capital Structure - Restructuring and Converting out a Significant Portion of Legacy Convertible Debt Ahead of the Acquisition to Limit Dilution and Protect Long-term Shareholders

MIAMI, FL - November 6, 2026 (NEWMEDIAWIRE) - Unique Global Innovative Solutions Corporation (OTC: UGIZ) (the “Company”) today announced the completion and finalization of its acquisition by AO Capital Partners, an affiliate of GBS Capital. The closing marks the culmination of an extended and deliberate negotiation process and clears the way for the Company’s planned entry into oil and gas service operations in Venezuela under an incoming management team led by Javier Sanguino García as Chief Executive Officer.

The acquiring parties made a deliberate decision to take the time required to close this transaction carefully. Rather than stepping into a capital structure carrying unresolved liabilities, AO Capital Partners prioritized the restructuring and conversion of a significant portion of the legacy convertible debt on the Company’s books - at a set price - ahead of the acquisition. This approach was designed to address potential surprises from convertible debt and dilutive instruments before closing, rather than inheriting them afterward.

A Deliberate Path Toward a Cleaner Capital Structure

Much of the time between the initial Letter of Intent and this closing was devoted to a careful, phased effort to convert out legacy convertible debt and limit the dilution those instruments could otherwise have caused. The incoming management team was mindful of legacy shareholders who have been invested in the Company for a long time, and the restructuring reflected a hard-fought negotiation with debt holders - in certain instances resulting in those holders accepting reduced terms in support of the Company’s go-forward direction.

The Company extends its appreciation to those debt holders for their willingness to come to the table, and accept a discount, as a meaningful show of conviction in the incoming management team and the new direction of the business.

Comments from Incoming Chief Executive Officer Javier Sanguino García

“We were very mindful that this process took longer than many of our investors and common shareholders may have expected, and we understand that may have caused some frustration,” said Javier Sanguino García, incoming Chief Executive Officer. “But I want to be clear: we did not waste a single day of this time. We’ve been planning ahead the entire way. I’ve personally made several trips to Venezuela in preparation for this closing so that we are positioned to hit the ground running on our operations. We are excited about what lies ahead and the things we intend to accomplish. We believe this is a strong beginning, and we expect the Company to strengthen considerably from here.”

About the Transaction and Outlook

With the acquisition complete and the Company’s capital structure substantially cleaned up ahead of closing, the Company intends to move quickly to establish its oil and gas service operations in Venezuela, drawing on Mr. Sanguino’s more than 30 years of oilfield services and operations experience across Latin America.

Forward-Looking Statements

This press release contains certain 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, as amended. Statements that are not historical in nature, including statements concerning planned travel, event participation, business development and future activities, are forward-looking statements.

Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. These include general economic and business conditions, competitive and technological factors, availability and cost of capital, retention of management and key employees, execution of growth initiatives, changes to planned events and other risks discussed in the Company's disclosures filed with OTC Markets.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to place undue reliance on these statements. Genesis Holdings undertakes no obligation to update or revise any forward-looking statement, except as required by applicable law.

Media Contact:
Crossfield Energy
[email protected]
https://crossfield.energy/

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