Gensource Potash Announces Completion of Shares for Debt Transaction

Gensource Potash Announces Completion of

Shares for Debt Transaction

Saskatoon, Saskatchewan--(Newsfile Corp. - June 2, 2026) -

Gensource Potash Corporation

(TSXV:

GSP) ("

Gensource

" or the "

Company

"), a fertilizer development company focused on sustainable

potash production, is pleased to announce that pursuant to debt settlement agreements previous

announced on May 25, 2026 between the Company and four directors of the Company (the

"

Creditors

"), the Company has issued 9,866,668 common shares in the capital stock of the Company

("

Common Shares

") at a deemed price of $0.15 per Common Share in full payment of $1,480,000 in

outstanding unsecured, non-interest bearing promissory notes owing by the Company to the Creditors

(the "

Shares for Debt Transaction

").

The issuance of the Common Shares to the Creditors, insiders of the Company, is considered a "related

party transaction" within the meaning of 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 shareholder approval requirements under MI 61-101 in reliance on the exemptions set out in

sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 as the fair market value of the transaction is not

more than 25% of the Company's market capitalization.

Mike Ferguson, President and CEO, said, "We are pleased to complete this transaction. Our directors'

continued support and participation alongside shareholders reinforces confidence in the Company's

strategy, momentum, and ability to deliver long-term value."

The Common Shares were issued on a private placement basis and are subject to a four-month and a

day hold period from the date of issuance in accordance with applicable securities laws.

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:

Mike Ferguson - President & CEO

+1-306-974-6414

Further information on Gensource Potash Corporation can be found at

www.gensourcepotash.ca

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 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.

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/299912