Gensource Announces First Closing of up to $6,000,000 Private Placement

SASKATOON, Saskatchewan--()--Further to its news release dated April 27, 2016, Gensource Potash Corporation ("Gensource" or the "Company")(TSX.V: GSP) announces today it has completed tranche one of the up to $6 million private placement financing (the "Offering"). The Offering consisted of the sale of 1,634,110 common shares of the Company (the "Common Shares") at a price of $0.18 per Common Share and 8,870,000 flow-through shares (the "Flow-Through Shares", and together with the Common Shares, the "Offered Securities") at a price of $0.20 per Flow-Through Share, for aggregate gross proceeds of $2,068,140. The Flow-Through Shares are "flow-through shares" as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Tranche two of the Offering is expected to close on or before June 29, 2017.

A portion of the Offering was completed by Industrial Alliance Securities Inc. (the "Agent") on a brokered basis. A commission was paid to the Agent which included the cash payment of $146,651.19 and the issuance to the Agent (and members of the Agent’s selling group) of 745,884 agent’s warrants exercisable into Common Shares at $0.18 per agent’s warrant for a period of 18 months following the Closing Date.

Additionally, the Company paid a commission on a non-brokered portion of the Offering to a finder. The commission paid to the finder consisted of a cash payment of $23,200 and the issuance to the finder of 116,000 agent’s warrants exercisable into Common Shares at $0.18 per agent’s warrant for a period of 18 months following the Closing Date.

The Company intends to use the proceeds from the Offering for drilling, seismic and engineering work for the next stage of development in the general Vanguard area as well as for general working capital purposes. The gross proceeds from the sale of the Flow-Through Share portion of the Offering will be used to fund "Canadian exploration expenses" within the meaning of the Tax Act related to the Company’s projects in Saskatchewan.

The securities issued pursuant to the Offering are subject to a four month and one day statutory hold period.

Mike Ferguson, President & CEO of Gensource, commented: "We are very pleased to be closing the first tranche of the private placement. Our unique business plan and technical capabilities continue to garner the interest of the investment community. We look forward to completing the second tranche of the financing in the coming weeks."

About Gensource

Gensource is based in Saskatoon, Saskatchewan and is focused on developing the next potash production facility in that province, using new and more efficient mining and processing methods and employing a new-to-the-potash-industry business model that connects the consumer of potash (agricultural producers) as directly as possible to the production of the product. Gensource’s President and CEO, Mike Ferguson, P.Eng., has assembled a management and technical team with direct and specific expertise and experience in potash development in Saskatchewan.

Gensource operates under a business plan that has two key components: vertical integration with the market to ensure that all production capacity built is directed to a specific market, eliminating market-side risk, and technical innovation which will allow for a small and economic potash production facility, the output of which can then be directed to a single, specific market.

Neither 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.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

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. Forwardlooking 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 funding and development pursuant to the definitive joint venture agreement with the EGME, the ability to successfully implement the feasibility study for mineral production on a technical and economic basis, and the establishment of vertical integration partnerships and the sourcing of end use potash purchasers. 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 relating to, among other things, funding and development pursuant to a definitive joint venture agreement with the EGME, results of exploration, the economics of processing methods, project development, reclamation and capital costs of Gensource’s mineral properties, the ability to successfully implement the feasibility study for mineral production on a technical and economic basis, Gensource’s financial condition and prospects, the ability to establish viable vertical integration partnerships and the sourcing of end use potash purchasers, could differ materially from those currently anticipated in such statements for many reasons such as: failure to obtain funding and undertake development pursuant to the definitive joint venture agreement with the EGME; an inability to successfully implement the feasibility study for mineral production on a technical and economic basis; changes in general economic conditions and conditions in the financial markets; the ability to find distributors 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.

Contacts

Gensource Potash Corporation:
Mike Ferguson, 306-974-6414
President & CEO
mike@gensource.ca

Contacts

Gensource Potash Corporation:
Mike Ferguson, 306-974-6414
President & CEO
mike@gensource.ca