AIM Rule 26
The following information is being disclosed for the purposes of Rule 26 of the AIM Rules for Companies.
Description of the Business
Gensource is a fertilizer development company headquartered in Saskatoon, Canada, focused on advancing global food security by supplying key macronutrients at an affordable cost with a sustainable and modular approach to potash production.
The Company’s primary focus is the development of the Tugaske Project, located in Saskatchewan. It is intended that the Tugaske Project will be executed through the Tugaske SPV, incorporated as KClean Potash Corporation, in which the Company is anticipated to have a 67% interest, with the remaining 33%. interest being held by the Company’s offtake partner, HELM.
With a modular and innovative approach to potash production, the Company believes its technology and business model will be the future for potash development. The Company operates under a business model that has two key components:
(a) vertical integration to ensure that all production capacity built is directed, and pre-sold, to a specific market, eliminating market-side risk. In the case of the Tugaske Project, this will be accomplished through the Offtake Agreement with HELM; and
(b) technical innovation which will allow for a modular and economic potash production facility powered by low carbon energy. By using selective solution mining techniques, salt tailings are completely avoided, and corresponding brine ponds are not required thus eliminating decommissioning risk. The elimination of salt tailing and brine ponds removes a major negative environmental aspect of potash mining.
Following the construction of the Tugaske Project, the Company intends to develop other potash projects, within the wider Vanguard Area (the area in which the Tugaske Project is located) and the Lazlo Area, using the same potash production module as it is developing for the Tugaske Project. Further, the Company believes its modular approach will allow for the development of other known potash resources around the world where traditional large projects have proven uneconomic.
Country of Incorporation and Main Country of Operation
Gensource Potash Corporation is incorporated in Canada under the Ontario Business Corporations Act with registered number 37352X. As the Company is incorporated in Canada, shareholders’ rights may be different from the rights of shareholders in a UK incorporated company. Gensource is a potash development company currently active in Saskatchewan, Canada.
Details of any other Exchanges or Trading Platforms
The Company’s common shares are dual listed on the Toronto Stock Venture Exchange under the symbol “GSP” and the AIM market of the London Stock Exchange under the symbol “GSP”.
Please view our AIM Admission Document and our June 18, 2021 Management Information Circular
As a Canadian incorporated company, the Company will not be subject to takeover regulation in the UK and the Takeover Code will not apply to the Company. Please refer to the Company’s AIM Admission Document for details on Canadian laws, regulations, rules and policies application to the Company in respect of takeover bids.
AIM RULE 17 DISCLOSURE
When acquiring shares in the Company, Shareholders are entitled under Canadian securities laws to categorise themselves as “objecting” (“OBOs”) or “non-objecting” (“NOBOs”). By registering as such, which they usually do through the entity through which they acquired their shares, OBOs are noting that they object to their interest and their details being disclosed to the Company, in respect of interests up to 10 per cent. of the issued share capital of the Company after which level Canadian securities law makes disclosure mandatory. NOBOs on the other hand are noting the fact that they do not object to their shareholdings and their details being disclosed to the Company.
Rule 17 of the AIM Rules requires, inter alia, that an AIM quoted company must notify the market of any changes of which it is aware to its Shareholders’ interests in 3 per cent. or more of the Common Shares and changes thereto (of any movements through a percentage point upwards or downwards). The Shareholders approved on 18 June 2021 a resolution to amend the By-laws, effective from Admission and conditional upon the continued admission of the Common Shares to trading on AIM, to require that Shareholders holding interests in 3 per cent. or more of the Common Shares inform the Company thereof and to inform the Company of relevant subsequent changes thereto.
Rights of Shareholders
As the Company is incorporated in Canada, shareholders’ rights may be different to rights of shareholders in a UK incorporated company.