REG - Gensource Potash - Closing of Non-Brokered Private Placement and TVR
30/05/2023 07:15
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RNS Number : 9896A Gensource Potash Corporation 30 May 2023
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Gensource Potash Closing of Non-Brokered Private Placement and TVR
SASKATOON, Saskatchewan and London, U.K. - May 30 2023 - Gensource Potash
Corporation ("Gensource" or the "Company") (AIM/TSXV: GSP), a fertilizer
development company focused on sustainable potash production, announces that
on May 29, 2023 it completed the closing of its previously announced
non-brokered private placement offering (the "Offering") of units of the
Company (each a "Unit") at a price of $0.15 per Unit.
At the closing, the Company issued 6,118,583 Units for aggregate gross
proceeds of $917,787.45. Each Unit consists of one common share in the capital
stock of the Company (a "Common Share") and one Common Share purchase warrant
of the Company (a "Warrant"). Each whole Warrant is exercisable for one Common
Share (a "Warrant Share") at an exercise price of $0.30 per Warrant Share for
a period of 24 months following the date of issuance.
As part of the Offering, certain directors and officers of Gensource, being
Michael Ferguson, Alton Anderson, Stephen Dyer, Amy O'Shea, Wayne Brownlee,
Deborah Morsky and Robert Theoret (the "Insiders") purchased 666,667, 300,000,
400,000, 218,583, 666,667, 100,000, and 133,333 Units, respectively.
Participation by the Insiders in the Offering was considered a "related party
transaction" pursuant to Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions ("MI 61-101"). Gensource was
exempt from the requirements to obtain a formal valuation or minority
shareholder approval in connection with the Insiders' participation in the
Offering in reliance of sections 5.5(b) and 5.7(a) of MI 61-101. The Company
was not in a position to file a material change report more than 21 days in
advance of the closing of the Offering as the details of participation by the
Insiders was not known at such time.
Use of proceeds from the sale of the Units, as previously disclosed, will be
used to advance the Company's Tugaske potash project (the "Tugaske Project")
and for general working capital purposes. Gensource is pleased that the
current portion of financing has been completed while it continues its work on
funding opportunities to secure additional capital for the Tugaske Project.
The securities issued pursuant to this closing of the Offering are subject to
a hold period of four months plus a day expiring September 30, 2023.
This closing of the Offering remains subject to receipt of the final approval
of the TSX Venture Exchange.
Related Party Transaction
The participation in the Offering by Michael Ferguson, Alton Anderson, Stephen
Dyer, Amy O'Shea and, Wayne Brownlee constitutes a related party transaction
pursuant to Rule 13 of the AIM Rules for Companies, the rulebook governing the
AIM Market of the London Stock Exchange plc ("AIM"). In this context, Calvin
Redlick, being the Director of the Company that did not participate in the
Offering confirms having consulted with the Company's nominated adviser,
Strand Hanson Limited, that the terms of such participation are fair and
reasonable insofar as its shareholders are concerned.
Admission to Trading on AIM and TVR
An application will be made for the admission (the "Admission") of the
6,118,583 new Common Shares issued pursuant to the Unit component of the
Offering, which will rank pari passu with existing Common Shares, to trading
on the AIM. It is expected that the Admission will become effective, and
trading will commence at 8 a.m. BST on June 2, 2023.
Following Admission, the Company's total issued share capital will consist of
444,884,576 Common Shares of no par value. For the purposes of the UK's
Financial Conduct Authority's Disclosure Guidance and Transparency Rules, the
total number of voting rights in the Company will be 444,884,576. This figure
may be used by shareholders as the denominator for the calculations by which
they determine if they are required to notify their interest in, or a change
of their interest in, the Company under the UK's Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Michael Ferguson
2. Reason for the Notification
a) Position/status Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 666,667
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Alton Anderson
2. Reason for the Notification
a) Position/status Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 300,000
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Stephen Dyer
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 400,000
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Amy O'Shea
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 218,583
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Wayne Brownlee
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 666,667
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Deborah Morsky
2. Reason for the Notification
a) Position/status Vice President, Corporate Services
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 100,000
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Robert Theoret
2. Reason for the Notification
a) Position/status Vice-President Finance & Business Development
b) Initial notification/amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4. Details of the transaction(s):section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv)each place
where transactions have been conducted
a) Description of the Financial instrument, type of instrument Gensource Potash Corp Common Shares
Identification code ISIN: CA3725X1042
b) Nature of the Transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s) Price(s) Volume(s)
$0.15 133,333
d) Aggregated information
- Aggregated volume Same as above
- Price
e) Date of the transaction May 29, 2023
f) Place of the transaction TSX-V Exchange
d)
Aggregated information
- Aggregated volume
- Price
Same as above
e)
Date of the transaction
May 29, 2023
f)
Place of the transaction
TSX-V Exchange
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. With a modular and environmentally leading 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 has two
key components: (1) vertical integration with the market to ensure that all
production capacity built is directed, and pre-sold, to a specific market,
eliminating market-side risk; and (2) technical innovation which will allow
for a modular and economic potash production facility, that demonstrates
environmental leadership within the industry, producing no salt tailings,
therefore eliminating decommissioning.
For further information on Gensource Potash, please contact:
Gensource Potash Corporation
Mike Ferguson - President & CEO +1-306-974-6414
Strand Hanson Limited (Nominated & Financial Adviser) +44 (0) 20 7409 3494
Ritchie Balmer / Rory Murphy / Charles Hammond
Peel Hunt LLP (Broker) +44 (0) 20 7418 8900
Ross Allister / David McKeown / Georgia Langoulant
For any press enquiries please contact Gensource at 306-974-6414.
Further information on Gensource Potash Corporation can be found at
www.gensourcepotash.ca (http://www.gensourcepotash.ca)
Follow us on twitter @GensourcePotash
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Statements
This news 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 the expectations of Gensource included in this news release.
This news release includes certain "forward-looking statements", which often,
but not always, can be identified by the use of words such as "believes",
"anticipates", "expects", "estimates", "may", "could", "would", "will", or
"plan". These statements are based on information currently available to
Gensource and Gensource provides no assurance that the actual results will
meet management's expectations.
Forward looking statements include estimates and statements with respect to
Gensource's future plans, objectives or goals, to the effect that Gensource or
management expects a stated condition or result to occur, including any
offering of securities by Gensource. Since forward-looking statements are
based on assumptions and address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated in such statements for many
reasons such as: failure to finance the Tugaske Project or other projects on
terms which are economic or at all; failure to settle a definitive joint
venture agreement with a party and advance and finance the Tugaske Project;
changes in general economic conditions and conditions in the financial
markets; 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 difficulties encountered in connection with Gensource's
activities; and other matters discussed in this news release and in filings
made with securities regulators. This list is not exhaustive of the factors
that may affect any of Gensource's forward-looking statements. These and other
factors should be considered carefully, and readers should not place undue
reliance on Gensource's forward-looking statements. Gensource does not
undertake to update any forward-looking statement that may be made from time
to time by Gensource or on its behalf, except in accordance with applicable
securities laws.
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