GSP.V · 2022-12-01 12:00:00

Gensource Announces $6,000,000 Non-Brokered Private Placement

Financings

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN

THE UNITED STATES

SASKATOON, Saskatchewan & LONDON--(BUSINESS WIRE)--December 1, 2022--

Gensource Potash Corporation (“Gensource” or the “Company”) (AIM/TSXV: GSP), a

fertilizer development company focused on sustainable potash production, is pleased to

announce a proposed best efforts, non-brokered private placement for gross proceeds of up to

$6,000,000.00 (the “Offering”).

The Offering will consist of: (i) up to 20,000,000 units of the Company (“Unit”) at a price of

$0.15 per Unit for gross proceeds of up to $3,000,000; and (ii) up to 15,000,000 common shares

of the Company that are “flow-through shares” as defined in subsection 66(15) of the Income

Tax Act (Canada) (each a “Flow Through Share”) at a price of $0.20 per Flow Through Share

for gross proceeds of up to $3,000,000.

Each Unit shall consist 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

Warrant will be 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.

The Company intends to use the net proceeds from the sale of the Units to advance the Tugaske

Project, specifically to continue with detailed engineering and procurement activities, complete

well pad leasing and drilling planning and to obtain pipeline rights of way, to complete the

financing process of the project, and for general working capital purposes. Use of proceeds from

the sale of Flow Through Shares will be used to further expand resource definition on KL244

and KL245 and to initiate resource definition work on SMP200, all with an aim of developing a

second project within the Vanguard Area.

The Offering will take place by way of a private placement to qualified investors in such

provinces of Canada as the Company may designate, and otherwise in those jurisdictions where

the Offering can lawfully be made. The securities to be issued pursuant to the Offering will be

subject to a statutory four month and one day hold period from the date of issuance.

The offering is subject to the satisfaction of certain conditions, including receipt of all applicable

regulatory approvals, including that of the TSX Venture Exchange.

A further update on the Offering will be made as and when appropriate.

Further information on Gensource Potash Corporation can be found at www.gensourcepotash.ca

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 risk, and requiring no surface brine ponds, thereby

removing the single largest and negative environmental aspect of potash mining.

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 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 complete the

Offering; 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; an inability to predict and counteract the effects of COVID-19 on

the business of Gensource, including but not limited to the effects of COVID-19 on the price of

commodities, capital market conditions, restriction on labour and international travel and supply

chains, failure to obtain required regulatory approvals; 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.

Contacts

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)

Ritchie Balmer / Rory Murphy / Charles Hammond

+44 (0) 20 7409 3494

Peel Hunt LLP (Broker)

Ross Allister / David McKeown / Georgia Langoulant

+44 (0) 20 7418 8900

Camarco (Financial PR)

Gordon Poole / Charlotte Hollinshead / Lily Pettifar

+44 (0) 20 3757 4997

For any press enquiries please contact us on [email protected]

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