Gensource Potash Announces Closing of Private Placement Offering of Convertible Debentures
Gensource Potash Announces Closing of Private Placement Offering of
Convertible Debentures
SASKATOON, Saskatchewan--(BUSINESS WIRE)--October 19, 2021--Gensource Potash
Corporation (“Gensource” or the “Company”) (TSXV: GSP) today announces that it has
completed the previously announced non-brokered private placement offering (the “Offering”) of
up to $2,000,000 principal amount of 5% convertible redeemable unsecured debentures of the
Company (“Debentures”) at a price of $1,000 per Debenture.
The net proceeds received by Gensource from the Offering are intended to be used to meet the
Company’s capital requirements for its previously announced intention to list its common shares
on the AIM Market of the London Stock Exchange plc, which it hopes to achieve in early
November.
Mike Ferguson, President & CEO, said, “I am so pleased to report that Offering was taken up by
the core group of the Company. This direct and tangible support from the Gensource team should
surprise no one. The team believes deeply in what Gensource is doing and is ready, as evidenced
by this Offering, to stand behind that belief in a material way.”
All directors and officers of the Company participated in the Offering, purchasing a total of
$1,985,000 principal amount of Debentures (the remaining amounts were purchased by other
employees of the Company). These insider subscriptions 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 Debentures bear interest at a rate of 5% per annum from the date of issue, payable in arrears
on the maturity date of the Debentures, which will be June 30, 2023 (the “Maturity Date”). The
principal amount of each Debenture are convertible, in whole or in part, for no additional
consideration, into common shares of the Company (“Common Shares”) at the option of the
holder at any time prior to the earlier of: (i) the close of business on the Maturity Date, and (ii)
the business day immediately preceding the date specified by the Company for redemption of the
Debentures, at a conversion price equal to $0.34 per Common Share.
The Debentures issued pursuant to the Offering will be subject to a hold period of four months
plus a day expiring February 19, 2022.
The Offering remains subject to receipt of all necessary approvals, including the final approval
of the TSX Venture Exchange.
This press release does not constitute an offer to sell or the solicitation of an offer to buy
these securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. These securities have not been, and will
not be, registered under the United States Securities Act of 1933, as amended, or any state
securities laws, and may not be offered or sold in the United States or to U.S. persons unless
registered or exempt therefrom.
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 small scale 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 small 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 Statement
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 the use of proceeds received from the listing on the AIM Market.
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; 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
Gensource Potash Corporation:
Mike Ferguson, President & CEO