REG - Gensource Potash - Convertible Debentures & Granting of Stock Options
05/06/2023 07:00
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RNS Number : 5739B Gensource Potash Corporation 05 June 2023
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Gensource Potash Announces Extension to the Maturity Date of Convertible
Debentures and Granting of Stock Options
SASKATOON, Saskatchewan and London, U.K. - June 5, 2023 - Gensource Potash
Corporation ("Gensource" or the "Company") (AIM/TSXV: GSP), a fertilizer
development company focused on sustainable potash production, announces an
extension to the maturity date of each of the 5% convertible debentures of the
Company (the "Debentures") issued on October 19, 2021 in the principal amount
of $2,000,000, from June 30, 2023 to June 30, 2024 (the "Debenture
Amendments"). All other terms remain the same.
Certain directors and officers of the Company are holders of Debentures,
holding a total of $1,785,000 principal amount of Debentures. For a breakdown
of the amounts held by the directors, together with the amount held by a
former director, please refer to the Company's AIM Admission Document (page
388) available on the Company's website. The Debenture Amendments are deemed
to be "related party transactions" as defined under Multilateral Instrument
61-101- Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The Company is exempt from the formal valuation and minority
approval requirements for related party transactions pursuant to Subsection
5.5(a) and Subsection 5.7(a) of MI 61-101, respectively.
The Debenture Amendments in respect of those held by certain directors and a
former director constitute related party transactions under Rule 13 of the AIM
Rules for Companies (the "AIM Rules"). Wayne Brownlee is the sole director on
the Board that does not hold any Debentures, Mr. Brownlee, therefore as the
independent director of the Company confirms, having consulted with the
Company's nominated adviser, Strand Hanson Limited, that the Debenture
Amendments are fair and reasonable insofar as its shareholders are concerned.
The Debenture Amendments remain subject to receipt of all necessary regulatory
approvals, including the final approval of the TSX Venture Exchange.
The Company also announces that it has granted an aggregate of 15,400,000
stock options, of which 14,900,000 were granted to directors and senior
officers of the Corporation, at an exercise price of $0.125 per share and are
exercisable for a period of 5 years. The options were granted under the
Company's stock option plan and each stock option entitles the holder to
acquire one common share of the Company. This grant of options remains subject
to acceptance by the TSX Venture 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 4,000,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 2,800,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 1,000,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 2, 2023
f) Place of the transaction TSX-V Exchange
1. Details of the person discharging managerial responsibilities / person closely
associated
a) Name Calvin Redlick
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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 1,000,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 1,000,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 2, 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 500,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 2,300,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 2, 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 Issue of share options under Company Stock Options Plan.
c) Price(s) and volume(s) Price(s) Volume(s)
$0.125 2,300,000
d) Aggregated information
Same as above
- Aggregated volume
- Price
e) Date of the transaction June 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
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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