Gensource Potash Announces Private Placement Offer of Convertible Bonds

SASKATOON, Saskatchewan, October 08, 2021–(BUSINESS WIRE)–Gensource Potash Corporation (“Gensource” or the “Company”) (TSXV:GSP), a fertilizer development company focused on sustainable production of potassium, today announced its intention to launch an unbroken to make an offer for a private placement (the “Offering”) of up to $2,000,000 principal of the Company’s 5% convertible unsecured unsecured bonds (“bonds”).

The net proceeds that Gensource will receive from the Offering are intended to meet regulatory capital requirements for its previously announced intention to list its common shares on the AIM Market of the London Stock Exchange plc.

The Bonds will bear interest at the rate of 5% per annum from the date of issue, payable in arrears on the maturity date of the Bonds, which will be June 30, 2023 (the “Maturity Date”). The principal amount of each Bond will be convertible without additional consideration into common shares of the Company (“Ordinary Shares”) at the option of the holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and ( ii) the business day immediately prior to the date specified by the Company for the redemption of the Bonds, at a conversion price equal to $0.34 per Ordinary Share, a premium of 20% to the current market price.

The Company has been informed by a number of its insiders, including all of its directors, that they intend to subscribe for Bonds pursuant to the Offering. The participation of such persons in the Offering is considered a “related party transaction” for the purposes of Multilateral Instrument 61-101 Protection of Minority Securities Holders in Special Transactions (“MI 61-101”). In accordance with MI 61-101, the Company is not required to obtain a formal valuation or minority approval of the Offering due to the fact that it may rely on an exemption from those requirements contained in MI 61-101, namely that the fair market value of the Offering does not exceed 25% of the market capitalization of the Company.

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The Offering is subject to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to purchase these securities, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States or to United States persons unless they are registered or are exempt .

About Gensource

Gensource is a fertilizer development company based in Saskatoon, Saskatchewan, and is on track to become the next fertilizer production company in that province. Taking a small-scale and environmentally friendly approach to potash production, Gensource believes its technical and business model will be the future of the industry. Gensource operates under a business plan that consists of two main components: (1) vertical integration with the market to ensure that all built production capacity is targeted and pre-sold into a specific market, eliminating market-side risks; and (2) technical innovation that enables a small and economical potash production facility, demonstrates environmental leadership within the industry, does not produce salt waste, eliminating the risk of decommissioning, and does not require surface brine ponds, thereby reducing the greatest and negative environmental aspect of the potash mining.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) assumes any responsibility for the suitability or accuracy of this release.

Caution Regarding Forward-Looking Statements

This press release may contain forward-looking information and Gensource cautions readers that forward-looking information is based on certain assumptions and risk factors that could cause actual results to differ materially from Gensource’s expectations expressed in this press release. This press release contains certain “forward-looking statements”, which can often, but not always, be identified by the use of words such as “believes”, “anticipates”, “expects”, “estimates”, “may”, “may”, ” would”, “will” or “plan”. These statements are based on information currently available to Gensource and Gensource makes no representation that actual results will meet management’s expectations.

Forward-looking statements include estimates and statements as to Gensource’s future plans, objectives or objectives, in the sense that Gensource or management expects a particular condition or outcome to occur, including the Offering. Since forward-looking statements are based on assumptions and relate to future events and conditions, by their nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated in such statements for many reasons, including: failure to complete the Offering; failure to fund the Tugaske project or other projects under economic or no conditions at all; failure to enter into a definitive joint venture agreement with a party and failure to advance and finance the Tugaske project; changes in general economic and financial market conditions; the ability to find and source off-take agreements; changes in demand and prices for potash; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological and operational issues associated with Gensource activities; an inability to predict and mitigate the effects of COVID-19 on Gensource’s operations, including but not limited to the effects of COVID-19 on commodity prices, capital market conditions, labor constraints and international travel and supply chains, failure to obtain the required regulatory approvals; and other matters discussed in this press release and in filings with securities regulators. This list is not exhaustive of factors that could affect Gensources’ forward-looking statements. These and other factors should be carefully considered, and readers should not place undue reliance on Gensources’ forward-looking statements. Gensource makes no commitment to update any forward-looking statement that may be made from time to time by or on behalf of Gensource, except in accordance with applicable securities laws.

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Contacts

Gensource Potash Corporation:
Mike Ferguson, President & CEO
[email protected]