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Convertible Debentures & Granting of Stock Options

5 Jun 2023 07:00

RNS Number : 5739B
Gensource Potash Corporation
05 June 2023
 

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

 

Gensource Potash Announces Extension to the Maturity Date of Convertible Debentures and Granting of Stock Options

  SASKATOON, Saskatchewan and London, U.K. - June 5, 2023 - Gensource Potash Corporation ("Gensource" or the "Company") (AIM/TSXV: GSP), a fertilizer development company focused on sustainable potash production, announces an extension to the maturity date of each of the 5% convertible debentures of the Company (the "Debentures") issued on October 19, 2021 in the principal amount of $2,000,000, from June 30, 2023 to June 30, 2024 (the "Debenture Amendments"). All other terms remain the same.

Certain directors and officers of the Company are holders of Debentures, holding a total of $1,785,000 principal amount of Debentures. For a breakdown of the amounts held by the directors, together with the amount held by a former director, please refer to the Company's AIM Admission Document (page 388) available on the Company's website. The Debenture Amendments 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 Debenture Amendments in respect of those held by certain directors and a former director constitute related party transactions under Rule 13 of the AIM Rules for Companies (the "AIM Rules"). Wayne Brownlee is the sole director on the Board that does not hold any Debentures, Mr. Brownlee, therefore as the independent director of the Company confirms, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the Debenture Amendments are fair and reasonable insofar as its shareholders are concerned.

The Debenture Amendments remain subject to receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange.

The Company also announces that it has granted an aggregate of 15,400,000 stock options, of which 14,900,000 were granted to directors and senior officers of the Corporation, at an exercise price of $0.125 per share and are exercisable for a period of 5 years. The options were granted under the Company's stock option plan and each stock option entitles the holder to acquire one common share of the Company. This grant of options remains subject to acceptance by the TSX Venture Exchange.

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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

4,000,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Alton Anderson

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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

2,800,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Stephen Dyer

2.

Reason for the Notification

a)

Position/status

Non-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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

1,000,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Calvin Redlick

2.

Reason for the Notification

a)

Position/status

Non-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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

1,000,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Amy O'Shea

2.

Reason for the Notification

a)

Position/status

Non-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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

1,000,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Wayne Brownlee

2.

Reason for the Notification

a)

Position/status

Non-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) each date; and (iv)each place where transactions have been conducted

a)

Description of the Financial instrument, type of instrument

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

500,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

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

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

2,300,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V Exchange

 

1.

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

Deborah Morsky

2.

Reason for the Notification

a)

Position/status

Vice-President, Corporate Services

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

Gensource Potash Corp Common Shares

Identification code

ISIN: CA3725X1042

b)

Nature of the Transaction

Issue of share options under Company Stock Options Plan.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

$0.125

2,300,000

d)

Aggregated information

 

- Aggregated volume

 

- Price

 

Same as above

e)

Date of the transaction

June 2, 2023

f)

Place of the transaction

TSX-V 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 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

 

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 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.

 

 

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END
 
 
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12
Date   Source Headline
1st Jul 20247:00 amRNSCancellation - Gensource Potash Corporation
26th Jun 20247:00 amRNSDirector/PDMR Shareholding
25th Jun 20247:00 amRNSDirector/PDMR Shareholding
17th Jun 20247:00 amRNSDirector/PDMR Shareholding
30th May 20247:00 amRNSResignation of Advisor & Related Party Transaction
29th May 20247:30 amRNSSuspension - Gensource Potash Corporation
30th Apr 20247:00 amRNSFinal Results
7th Dec 20237:00 amRNS3D Seismic Program and Comprehensive Update
2nd Oct 20237:00 amRNSClosing of Non-Brokered Private Placement and TVR
28th Sep 20237:00 amRNS$700,000 Non-Brokered Private Placement
30th Aug 20237:01 amRNSFinancial Statements and Management's Discussion
26th Jul 20237:00 amRNSPDMR Dealing
4th Jul 20237:00 amRNSResults of AGM and Amendments to Articles
5th Jun 20237:00 amRNSConvertible Debentures & Granting of Stock Options
30th May 20237:00 amRNSClosing of Non-Brokered Private Placement and TVR
26th May 20237:00 amRNSMailing of Information Circular
25th May 20237:00 amRNSCompletion of Nominated Adviser Due Diligence
22nd May 20237:00 amRNS$800,000 Non-Brokered Private Placement
9th May 20232:32 pmRNSGranting of Stock Options
4th May 202312:00 pmRNSAppointment of Director
24th Apr 20237:00 amRNSPDMR Dealings & Promissory Note Maturity Amendment
14th Apr 20237:00 amRNSDirector Resignation
3rd Apr 20237:00 amRNSFinal Results
23rd Feb 20237:00 amRNSStrategic Business Relationship and Project Update
14th Feb 20237:00 amRNSDirector Dealing
27th Jan 20237:00 amRNSClosing of Non-Brokered Private Placement & TVR
19th Jan 20237:00 amRNS2022 Year-end Update and Outlook for 2023
3rd Jan 20237:00 amRNSClosing of Non-Brokered Private Placement and TVR
1st Dec 20227:00 amRNS$6,000,000 Non-Brokered Private Placement
29th Nov 20227:00 amRNSFinancial Statements and Management's Discussion
13th Sep 20227:00 amRNSAIM Rules Related Party Transaction Opinion
30th Aug 20227:00 amRNS2nd Quarter Results
26th Aug 20227:00 amRNSShareholder Update Call
29th Jul 20227:00 amRNSGensource Potash Announces Director Dealing
25th Jul 20227:55 amRNSDirector Dealing
12th Jul 20227:00 amRNSChange of Registered Office
21st Jun 20227:00 amRNSHelm update and Intention to Increase Capacity
14th Jun 20227:00 amRNSDirector/PDMR Exercise of Options and Dealing
13th Jun 20227:00 amRNSGensource Potash Announces Director Dealing
31st May 20227:00 amRNSShareholder Meeting, Q1s + New Board Chair
26th May 20227:23 amRNSGensource Completes First On-Site Activities
13th Apr 20227:00 amRNSAgreement to Acquire Innovare Technologies Ltd.
1st Apr 20227:00 amRNSGensource Renews Investor Relations Contract
28th Mar 20227:08 amRNSFinal Results
28th Mar 20227:00 amRNSPotash Market / Company Update & 2021 Financials
14th Feb 20227:00 amRNSGensource Announces Settlement of Legal Claim
14th Feb 20227:00 amRNSGensource Announces Exercise of Stock Options
27th Jan 20227:00 amRNS2021 Year End Review and 2022 Outlook
21st Jan 20229:00 amRNSInvestor Presentation
21st Dec 20217:00 amRNSGensource Announces Increase in Potash Asset Base
12

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