GSP.V · 2023-05-26 12:00:00

Gensource Potash Announces Mailing of Meeting Materials and Proposed Amendments to its Articles

Shareholder Meetings

Gensource Potash Announces Mailing of Meeting Materials and Proposed

Amendments to its Articles

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

THE UNITED STATES

SASKATOON, Saskatchewan & LONDON--(BUSINESS WIRE)--May 26, 2023--Gensource

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

development company focused on sustainable potash production, today announced that it has

mailed an information circular and related meeting materials in connection with the upcoming

annual and special meeting of the shareholders of the Company (“Shareholders”) to be held on

June 28, 2023 at 9:00 a.m. (Saskatchewan Time) (the “Meeting”).

At the Meeting, Shareholders will be asked to consider, among other items of business, a special

resolution approving articles of amendment of the Company (the “Amended Articles”).

The Amended Articles amend the existing articles of the Company by authorizing the directors

of the Company to appoint one or more directors between meetings of Shareholders, which

directors shall hold office for a term expiring not later than the close of the next annual meeting

of Shareholders following this appointment, provided that the total number of directors so

appointed may not exceed one-third of the number of directors elected at the previous annual

meeting of Shareholders (the “Board Authorization”).

The Company may identify an individual who could make a valuable contribution to the

Company as a director in between annual meetings of the Shareholders. The adoption of the

Board Authorization would permit the Company to capitalize on opportunities to invite

individuals to take the position of director without first creating a vacancy by requiring a current

director to resign. By adopting the Board Authorization, it will be possible to more quickly take

advantage of opportunities to augment the board of directors of the Company. At the same time,

given the limitation on the number of directors who can be added between meetings and the

expiry of the term of such directors at the next annual meeting, the Shareholders maintain their

control over the composition of the board of directors of the Company.

Management recommends that the Shareholders vote for the special resolution which authorizes

and approves the Amended Articles.

The Amended Articles will only be effective if passed by a special resolution of Shareholders

holding at least 66⅔% of the common shares of the Company present in person or by proxy at

the Meeting and entitled to vote at the Meeting.

The TSX Venture Exchange has conditionally approved the Amended Articles. The Amended

Articles remain subject to the final approval 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 risk, and requiring no surface brine ponds, thereby

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

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 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

For any press enquiries please contact Gensource at 306-974-6414.

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