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Gensource Announces Non-Brokered Private Placement

Financings

Gensource Announces Non-Brokered Private Placement

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

THE UNITED STATES

SASKATOON, Saskatchewan & LONDON--(BUSINESS WIRE)--September 28, 2023--

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

$700,000 (the “Offering”).

The Offering will consist of up to 4,666,666 units of the Company (“Units”) at a price of $0.15

per Unit for gross proceeds of up to $700,000.

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 complete fieldwork on

its Tugaske potash project (the “Tugaske Project”) and general working capital purposes.

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.

It is anticipated that some or all of the subscribers for the Offering will be insiders of the

Company. Sales of Units to insiders will be considered to be “related party transactions” for the

purposes of National Instrument 61-101 – Protection of Minority Security Holders in Special

Transactions (“MI 61-101”). It is anticipated that the Company will be exempt from the formal

valuation and minority shareholder approval requirements of MI 61-101 in reliance on sections

5.5(b) and 5.7(a) of MI 61-101.

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

regulatory approvals, including that of the TSX Venture 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 any press enquiries please contact Gensource at 306-974-6414.

Further information on Gensource Potash Corporation can be found at 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 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; 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