REG - AIM - Schedule One update - Gensource Potash Corporation
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")
COMPANY NAME:
Gensource Potash Corporation (the "Company" or "Gensource")
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):
Head Office:
Suite 1100 - 201, 1st Avenue South
Saskatoon
Saskatchewan S7K 1J5
Canada
Registered Office:
18 King Street Suite 902
Toronto
Ontario M5C 1C4
Canada
COUNTRY OF INCORPORATION:
Canada
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Gensource is a TSX-V listed fertilizer development company located in Saskatchewan, Canada, focused on a sustainable and modular approach to potash production. The Company currently holds 100 per cent. interest in KL 244 and KL 245, the subsurface mineral leases comprising the Vanguard Area (296.43 km2). The Company also holds mineral leases in its Lazlo Area (24.93km2) in the south of Saskatchewan.
The Company's primary focus is the Tugaske Project, a potash production project located within the Vanguard Area. The Tugaske Project, assuming a 40 per cent. recovery rate, has a resource estimate of 519.4 million tonnes of Potassium Chloride (KCl). It is intended that the Tugaske Project will be executed through a SPV, incorporated as KClean Potash Corporation ("KClean"), in which the Company is anticipated to have a 67 per cent. interest, with the remaining 33 per cent. interest being held by the Company's offtake partner, HELM AG and its North American subsidiary, HELM Fertilizer Corp (together, "HELM").
The Company's business model operates under two key components:
(a) Vertical integration with the market to eliminate market-side risk by directing and pre-selling all production capacity. In the case of the Tugaske Project, this will be accomplished through the 10-year offtake agreement with HELM
(b) Technical innovation of a production facility that uses selective solution mining techniques, thus eliminating significant negative aspects of potash mining through avoiding salt tailings and brine ponds.
Subject to certain conditions being met, HELM has committed to guarantee specific accounts in the Tugaske Project's debt financing package (see below), and to invest C$50 million into KClean to earn a 33 per cent. interest therein. The Company has agreed, subject to undertaking the necessary fundraise, to contribute C$105 million in cash consideration, and C$36 million in non-cash consideration through vending the Tugaske Project into KClean, for its 67 per cent. interest in KClean.
The remainder of the funds required to construct and develop the Tugaske Project are anticipated to be provided by the senior lenders, KfW IPEX-Bank of Germany and Société Générale S.A. (together, the "Senior Lenders"). The Senior Lenders have provided binding conditional commitment letters pursuant to which they have agreed to provide a senior debt facility for a total of up to C$280 million.
The Company intends to develop other potash projects within the Vanguard and Lazlo Areas following the construction of the Tugaske Project.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):
418,188,995 common shares of no par value in the capital of the Company ("Common Shares")
There are no restrictions as to transfer of the Common Shares
No Common Shares to be held in treasury
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
No capital to be raised on Admission
Anticipated Market Capitalisation on Admission: £100 million (based on the closing price of the Common Shares admitted to the TSX-V of C$0.405 on 29 October 2021, at a CADGBP exchange rate of 0.59).
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
9.0%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
The Toronto Stock Exchange - Venture (TSX-V) in Canada, under the symbol GSP. The Company will retain its TSX-V listing following Admission to AIM.
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):
Michael (Mike) John Ferguson - Chairman, President and Chief Executive Officer
Alton Duane Anderson - Chief Financial Officer, Director
Calvin Clarence Redlick - Independent Non-Executive Director
Michael Peter Mueller - Independent Non-Executive Director
Amy Lynn O'Shea - Independent Non-Executive Director
Stephen Gerald Dyer - Independent Non-Executive Director
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):
Shareholder
% of issued share capital pre-Admission
% of issued share capital on Admission
Michael (Mike) John Ferguson
4.4
4.4
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) 30 June 2021
(iii) 30 June 2022 - Audited Annual Report for the year ended 31 December 2021
30 September 2022 - Unaudited Interim Report for the six months ending 30 June 2022
30 June 2023 - Audited Annual Report for the year ended 31 December 2022
As an existing TSX-V listed company, Gensource also prepares quarterly reports.
EXPECTED ADMISSION DATE:
5 November 2021
NAME AND ADDRESS OF NOMINATED ADVISER:
Strand Hanson Limited
26 Mount Row
London
W1K 3SQ
United Kingdom
NAME AND ADDRESS OF BROKER:
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website at www.gensourcepotash.ca from the date of Admission.
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY
The Company is subject to the National Instrument 58-101 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices and National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for the Company.
DATE OF NOTIFICATION:
2 November 2021
NEW/ UPDATE:
UPDATE
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