The offering will consist of the sale of up to 23 076 924 common shares of the company at $0.065 per common share. In the statement, Gensource claims that the non-brokered financing is subject to an over-allotment option, enabling the company to issue an additional 3 461 538 common shares.
Gensource plans to use the proceeds from the sale for general working capital purposes as it moves forward to complete current negotiations with market partners for the first of its scalable and environmentally responsible potash operations. The offering will reportedly take place by way of a private placement to qualified investors in such provinces of Canada as the company may designate, and otherwise in those jurisdictions where the offering can lawfully be made. The securities to be issued pursuant to the offering will be subject to a statutory fourth month and one-day hold period from the closing date (as defined herein).
It is anticipated that the closing of the offering will occur on or around 29 November 2017, and is subject to the satisfaction of a number of conditions. These include receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange. In consideration for their services, certain persons (each, a ‘finder’) may receive from the corporation on closing, a cash commission equal to 8% of the gross proceeds of the offering and compensation warrants to purchase common shares equal to 8% of the total number of common shares sold, exercisable for 18 months from the closing date at $0.065 per common share (the ‘broker warrants’).
The President and CEO of Gensource, Mike Ferguson, said: “We are excited at the level of interest and activity we have experienced from large and credible entities in the agriculture sector across North America, South America and Asia. Completing the feasibility study for the Vanguard One Project and opening up Vanguard Potash Corp. to immediate participation by strategic market partners are the key triggers to the current high level of interest in developing a project – exciting prospects are developing for implementing our first project.”