Gensource Potash Announces PDMR Dealings and Amendment of Maturity of Promissory Note
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES
Gensource Potash Announces PDMR Dealings and Amendment of Maturity of Promissory Note
SASKATOON, Saskatchewan and London, U.K. – April 24, 2023 – Gensource Potash Corporation (“Gensource” or
the “ Company”) (AIM/TSXV: GSP), a fertilizer development company focused on sustainable potash production,
announces the transactions below by PDMR’s in the Company’s Common Shares and an amendment to the maturity
date of the following promissory note (the “Promissory Note”) issued to Michael Ferguson, CEO and a director of
the Company:
• Promissory Note $250,000 principal amount outstanding
• Original Terms Unsecured and bears interest at a rate of 0% per annum
• Original Maturity Date July 1,2023
• Amended Maturity Date July 1, 2024
As the director is an insider of the Company, the amendment to the maturity date of the Promissory Note is deemed
to be a "related party transaction" as defined under 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 Company varying the terms of the Promissory Note with Mr. Ferguson constitutes a related party transaction
under Rule 13 of AIM Rules for Companies. The directors of the Company, other than Mr. Ferguson, confirm, having
consulted with the Company's nominated adviser, Strand Hanson Limited, that they consider that the amendment
to the maturity date of the Promissory Note to be fair and reasonable insofar as its shareholders are concerned.
Michael Ferguson, Executive Director, acquired 75,000 Common Shares on April 20, 2023, at $0. 11 per Common
Share, Stephen Dyer, Non-Executive Director, acquired 100,000 Common Shares on April 21, 2023 at C$0.12 per
Common Share and Robert Theoret, Vice-President Finance & Business Development, acquired 50,000 Common
Shares on April 19, 2023, at $0.10 per Common Share.
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Michael Ferguson
2 Reason for the notification
a) Position/status Executive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) e ach date; and (iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Gensource Potash Corp Common Shares
ISIN: CA3725X1042
b) Nature of the transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s)
Price Volume
$0.11 75,000
d) Aggregated information
- Aggregated volume
- Price
Same as above
e) Date of the transaction April 20, 2023
f) Place of the transaction TSX-V Exchange
As a result, Michael Ferguson’s total beneficial interest in the Company is 17,947,708 Common Shares, representing 3.97 percent of the
Company's issued share capital.
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Stephen Dyer
2 Reason for the notification
a) Position/status Non-Exectuive Director
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Gensource Potash Corp Common Shares
ISIN: CA3725X1042
b) Nature of the transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s)
Price Volume
$0.12 100,000
d) Aggregated information
- Aggregated volume
- Price
Same as above
e) Date of the transaction April 21, 2023
f) Place of the transaction TSX-V Exchange
As a result, Stephen Dyer’s total beneficial interest in the Company is 475,000 Common Shares, representing . 11 percent of the Company's
issued share capital.
1 Details of the person discharging managerial responsibilities/person closely associated
a) Name Robert Theoret
2 Reason for the notification
a) Position/status Vice-President Finance & Business Development
b) Initial notification/Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Gensource Potash Corporation
b) LEI 213800WAVVOPS85N2205
4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and ( iv) each
place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
Gensource Potash Corp Common Shares
ISIN: CA3725X1042
b) Nature of the transaction The acquisition of common shares of no par value each in the Company
c) Price(s) and volume(s)
Price Volume
$0.10 50,000
d) Aggregated information
- Aggregated volume
- Price
Same as above.
e) Date of the transaction April 19, 2023
f) Place of the transaction TSX-V Exchange
As a result, Robert Theoret’s total beneficial interest in the Company is 10,080,750 Common Shares, representing 2.23 percent of the Company's
issued share capital.
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) +44 (0) 20 7409 3494
Ritchie Balmer / Rory Murphy / Charles Hammond
Peel Hunt LLP (Broker) +44 (0) 20 7418 8900
Ross Allister / David McKeown / Georgia Langoulant
Camarco (Financial PR) +44 (0) 20 3757 4997
Gordon Poole / Charlotte Hollinshead / Lily Pettifar
For any press enquiries please contact us on [email protected]
Further information on Gensource Potash Corporation can be found at www.gensourcepotash.ca
Follow us on twitter @GensourcePotash
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 an d 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 n ot 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 ass urance 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 conditio n 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 receive final approval of the TSX Venture Exchange and any other approvals for the extension of
the Promissory Note; 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 ma rkets; 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 en countered 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 t he 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 secur ities
laws.