NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR DISSEMINATION IN THE UNITED STATES
Gensource Potash Corporation (“Gensource” or the “Company”)
(TSXV: GSP, AIM: GSP), a fertilizer development company focused on
sustainable potash production, is pleased to announce it has
reached a binding agreement (the “Agreement”) to acquire 100% of
the issued and outstanding shares of Innovare Technologies Ltd.
(“Innovare”), a privately-held developer of patented selective
solution mining and brine processing technology for the recovery of
potash and other soluble minerals. Gensource’s acquisition of
Innovare’s shares will occur by way of a reorganization whereby
Innovare’s existing shareholders will transfer the shares they hold
in Innovare to Gensource in exchange for new common shares of
Gensource (“Common Shares”). Following completion of the
reorganization, Innovare will exist as a wholly-owned subsidiary of
Gensource and Innovare’s business will be integrated with and
controlled by Gensource.
“Gensource’s acquisition of Innovare’s shares and the
integration of Innovare’s business with our own will provide
Gensource with exclusive use and control of Innovare’s unique and
highly sought-after selective solution mining and brine processing
technology for potash development, without which the environmental
benefits of modern potash production would be extremely challenging
to replicate,” said Mike Ferguson, Gensource’s President &
CEO. “The acquisition will place the Company in a strong
competitive position in an industry dominated by producing
facilities based on conventional 1950s and older technology. With
Innovare’s technology integrated into our business, we will have
total control over production processes at the Tugaske Project and
future projects we anticipate rolling out in Saskatchewan and
globally, while also anticipating a reduction in life of mine
costs. Gensource looks to the future and continues to lead the way
in responsible potash production for a sustainable future.
Gensource has had a long standing relationship with Innovare. Its
technology is cutting edge and Innovare’s principals are considered
by the industry as global experts in the field. This transaction
will strengthen Gensource’s differentiated market position as a
near term potash producer into a market that continues to see
global supply challenges and is in need of a structural change if
we are to support the world’s growing agricultural requirement for
environmentally sustainable potash.”
Gensource has worked with Innovare over the last six years in
the development of Gensource’s modular potash production module.
The Company’s potash project located near Tugaske, Saskatchewan
(the “Tugaske Project”) will be the first project to implement a
Gensource module.
Innovare’s technology contributes industry-proven techniques and
new, innovative and patented technology that de-risks selective
extraction and is expected to lower capital and operating costs for
the Tugaske Project and beyond. By bringing this technology
in-house, Gensource will control the intellectual property that
allows it to implement its strategic business plan, which
management of Gensource believes will be the future of potash
production.
The closing of the transaction values Innovare at approximately
US$11.5 million, which represents the current value of existing
licensing agreements between the Company and Innovare. The
Agreement remains subject to satisfaction of certain conditions
precedent, including the approval of the TSX Venture Exchange, and
is anticipated to close in Q2 2022.
The new Common Shares, to be issued upon close, will be issued
at a price equal to the price of the Common Shares issued during
the next qualifying equity fundraising of the Company, and will be
subject to certain tranched disposal restrictions until the Company
reaches first production. The former owners of Innovare include the
corporate vehicles of the three principals, being Artisan
Consulting Services Ltd, McEwan Consulting Chemical Engineering,
Inc. and Ristra Consulting Inc. For the year ended December 31,
2021, Innovare reported an unaudited loss before tax of C$40,139
and gross assets of C$12,025.
About Innovare
Innovare Technologies Ltd. specializes in drilling, solution
mining and processing technologies for potash and other soluble
mineral mining projects. The three principals of Innovare have a
combined 100+ years’ industry-specific experience and have
successfully developed potash projects in Saskatchewan, including
being part of the Potash One Inc. development of its Legacy
Project, which was purchased by K+S AG and has now been constructed
and is in operation as the Bethune Mine north of Moose Jaw,
Saskatchewan.
Further information on Gensource Potash Corporation can be found
at www.gensourcepotash.ca Follow us on twitter
@GensourcePotash
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with
the Company's obligations under Article 17 of MAR.
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 small 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
Statement
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 actual results will meet management’s
expectations.
Forward looking statements include estimates and statements with
respect to Gensource’s acquisition of Innovare, the integration of
Innovare’s business with that of Gensource, the impact of the
acquisition of Innovare and Gensource’s future plans, objectives or
goals, to the effect that Gensource or management expects a stated
condition or result to occur, including the acquisition of Innovare
and related matters and 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 complete the
acquisition of Innovare; failure to complete an offering of
securities; failure to finance the 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; 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 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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version on businesswire.com: https://www.businesswire.com/news/home/20220412006127/en/
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
Camarco (Financial PR) Gordon Poole / Charlotte
Hollinshead / Lily Pettifar +44 (0) 20 3757 4997
For any press enquiries please contact us on
gensource@camarco.co.uk
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