REG - Gensource Potash - Closing of Non-Brokered Private Placement and TVR

Gensource PotashAnnouncement

02/10/2023 07:00

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RNS Number : 2623O  Gensource Potash Corporation  02 October 2023

 

 

 

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Gensource Potash Closing of Non-Brokered Private Placement and TVR

 

SASKATOON, Saskatchewan and London, U.K. - October 2, 2023 - Gensource Potash
Corporation ("Gensource" or the "Company") (AIM/TSXV: GSP), a fertilizer
development company focused on sustainable potash production, announces that
on October 2, 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 4,863,588 Units for aggregate gross
proceeds of $729,538.20. 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
Wayne Brownlee, Stephen Dyer, Amy O'Shea, Michael Ferguson, Alton Anderson,
and Robert Theoret (the "Insiders") purchased 3,333,333, 800,000, 180,255,
166,667, 150,000, 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 complete fieldwork on its Tugaske potash project (the "Tugaske
Project") and general working capital purposes.

The securities issued pursuant to this closing of the Offering are subject to
a hold period of four months plus a day expiring February 3, 2024.

 

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 Wayne Brownlee, Stephen Dyer, Amy O'Shea,
Michael Ferguson and Alton Anderson, 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
4,863,588 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 October 6, 2023.

 

Following Admission, the Company's total issued share capital will consist of
449,748,164 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 449,748,164. 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                                                         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                                                                            3,333,333
 d)  Aggregated information

                                                                  Same as above

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      October 2, 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                                                                            800,000
 d)  Aggregated information
     -       Aggregated volume                                    Same as above

     -       Price
 e)  Date of the transaction                                      October 2, 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                                                                            180,255
 d)  Aggregated information

                                                                  Same as above

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      October 2, 2023
 f)  Place of the transaction                                     TSX-V Exchange

 

 

 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                                                                            166,667
 d)  Aggregated information

                                                                  Same as above

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      October 2, 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                                                                            150,000
 d)  Aggregated information

                                                                  Same as above

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      October 2, 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

                                                                  Same as above

     -       Aggregated volume

     -       Price
 e)  Date of the transaction                                      October 2, 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
                                +44 (0) 20 7418 8900

 Peel Hunt LLP (Broker)
 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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