Gensource Potash Corporation (GSP) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Annual and Special Meeting of Gensource Potash Corporation. I would like to introduce Stephen Dyer, Chair of the Board of Directors of the company. Mr. Dyer, the floor is yours.

Good morning, everyone. My name is Stephen Dyer, the Chair of the Board of Directors of the company, and I will act as Chair of this meeting. I welcome you to the 2025 Annual General and Special Meeting of Shareholders of Gensource Potash Corporation. We are holding our Annual General and Special Meeting of Shareholders virtually this year via TSX Trust Virtual Meetings platform. I thank you for your attendance at this year's meeting. With us online are the following members of the Board of Directors: Micheal Ferguson, Wayne Brownlee; and myself, Stephen Dyer. Also present online are the following officers of the company: Alton Anderson, Chief Financial Officer; Robert Theoret, Vice President, Finance and Business Development; and Deborah Morsky, Vice President, Corporate Services. Before we move to the formal portion of the meeting, I'd like to ask Mike Ferguson, your CEO, to provide a brief update on the activities of your company.

Thanks, Steve. Good morning to all our valued shareholders and Board of Directors. Thank you for taking the time to join us here today. As we gather for this year's Annual General Meeting, I'm pleased to share our progress, vision and gratitude for your continued trust and support. Sustainability remains at the core of our operations. We are committed to responsible potash production that balances economic growth with environmental stewardship. Through our innovative technologies and best practices, we aim to minimize our ecological footprint while helping meet global demand for this critical fertilizer mineral. Our initiatives in water conservation, salt tailings, elimination, brine pond and cooling pond elimination, carbon emission reductions and our local community engagement reflect our dedication to long-term sustainable development. As all our stakeholders are well aware, our focus is on securing the necessary financing to move into the next phase of development. We are actively engaging with strategic investors, financial institutions and potential partners to ensure we have the capital required to execute our plans efficiently. We've previously disclosed discussions with an investing group creating a staged financing that will provide full funding for the Tugaske project. And those discussions remain strong, and we are making progress to completing the process. But there are other opportunities also. Very exciting discussions are well underway towards full project financing. The world needs this product, and we are well positioned to be the go-to provider of a new and independent supply chain for potash that will help enhance food security around the world. Your continued confidence enables us to pursue these opportunities with optimism and determination. None of our progress will be possible without your unwavering support. We deeply appreciate your trust as we navigate challenges and seize opportunities in this dynamic environment. Together, we are building a company that delivers value while upholding our commitment to integrity, sustainability and responsible growth. I look forward to updating you on our journey very soon and welcome your feedback as we work towards shared success. Steve?

Thank you, Mike. I would like to start by thanking Cal Redlick, who has decided not to seek reelection to the Board for his contributions to the Board over the last several years and wish him all the best in his future endeavors. As Mike mentioned, our sole priority is to secure financing for the Tugaske project. This process has taken much longer than we've all expected, but the entire team is focused on accomplishing this goal. The continued generous patience and support of our shareholders and our other stakeholders has allowed us to continue to explore our active opportunities to find the right financial partners. I'd also like to thank the management team and particularly the Board members for their governance and financial support of the company. We'll now proceed with the business of the meeting. In order to deal with the formal portion of the meeting as efficiently as possible, certain shareholders have been asked to move the resolutions, which will be considered and which are set out in the notice of meeting. I will call on them at the appropriate time. This will allow for more time for your questions. Only shareholders of record or validly appointed proxy holders at the close of business on May 1, 2025, are entitled to vote at this meeting. If you've already sent in your proxy, your vote has already been counted and you do not need to vote at this meeting. The meeting will now come to order. Deborah Morsky will act as Secretary of the meeting and Patricia Selby of TSX Trust will act as scrutineer. There will be an opportunity to ask questions on each resolution in turn. [Operator Instructions] Once discussion on all items of business has concluded, I will give you a minute to enter your vote and then declare voting closed on all resolutions. I have received a declaration of mailing from our transfer agent confirming that the proxy materials have been duly mailed to shareholders. The notice of meeting, instrument of proxy, management information circular dated May 2, 2025, declaration of mailing and the 2024 audited financial statements have been filed and are available for inspection on SEDAR. Will the Secretary report the number of shareholders present in person and the total number of shares they represent, together with the number of shares represented by proxy as per the scrutineer's report?

There are 0 shareholders present in person representing 0 shares and 124 shareholders represented by proxy, representing 126,726,179 shares for a total representation in person and by proxy of 126,726,179 shares or 28.115%.

Thank you. On the basis of the foregoing, there is a quorum present and proof of notice calling the meeting -- calling this meeting has been given in accordance with the company's bylaws and the Business Corporation Act, 2021 of Saskatchewan. I now declare the meeting is regularly called and properly constituted for the transaction of business and instruct the Secretary to make the declaration of mailing and attach exhibits as Schedule A to the minutes of this meeting. Before commencing the business of the meeting, I'd like to comment on voting procedures. Only shareholders of record at the close of business on May 1, 2025, are entitled to vote at this meeting. Each registered shareholder or their duly appointed proxy holder is entitled to vote on each matter and has 1 vote for each share entitled to be voted on a matter and held by that shareholder. If you've already sent in your proxy, your vote has already been counted and you do not need to vote at this meeting. We will also conduct voting by electronic ballot on all matters. Voting will be open for all resolutions at the same time, which will allow you to choose to vote on each resolution immediately or wait until the conclusion of each resolution prior to casting your vote. To vote, simply click for or withhold or against as applicable. You will see confirmation immediately above the voting button once you have submitted your choice. The results will be tallied by the scrutineer once voting is complete and will be provided at the end of the formal portion of the meeting. The first item of business is the presentation of the balance sheet and related financial statements of the company as of December 31, 2024. Together with the report thereon of the auditors of the company, copies of such documents have been mailed to all the shareholders who have so requested and are filed on SEDAR, and it is not proposed to read them to the meeting. The polls are now open for registered shareholders and their duly appointed proxy holders to vote. [Voting]

The next item of business is the election of the directors for the ensuing year. At the company's 2011 Annual and Special Meeting, shareholders passed a special resolution empowering the Board to determine from time to time the number of directors of the company to be elected at the Annual Meeting of Shareholders of the company. The Board has set the number of directors to be elected at 4 and is intended that 4 directors be elected. Therefore, nomination and election of directors shall be set at 4 and is intended that 4 directors be elected. Particulars of the 4 proposed nominees for whom, in the absence of other instruction, management proxies will be voted are set out in the information circular. Pursuant to bylaw #2A of the company, which was adopted by the Board as a bylaw of the company on May 9, 2013, nominations of persons for election to the Board must follow the notice procedures as set out in bylaw #2A. As the company has not received notice of proposed nominee to the Board by a nominating shareholder, the only individuals entitled to be nominated as directors at this meeting are persons named as nominees in the company's information circular. Stephen Dyer, Micheal Ferguson, Wayne Brownlee and Amy O'Shea are hereby nominated as directors of the company to hold office until the next annual meeting or until their successors are elected or appointed, subject to the Business Corporation Act and the bylaws of the company. In accordance with our majority voting policy, the election of directors will be conducted by allowing registered shareholders and proxy holders to electronically vote, register votes for or to be withheld for each director. Please vote for each individual director if you've not already done so. [Voting]

The next item of business is a resolution appointing MNP LLP chartered accountants to serve as auditors of the company for the ensuing year and authorizing the directors to fix the remuneration to be paid to the auditors. I will now ask someone move for the appointment of the auditors and to authorize the directors to fix their remuneration.

Alton Anderson, I move that MNP LLP chartered accountants be appointed as auditors of the company for the ensuing year or until their successors are appointed and that the Board of Directors be authorized to fix their remuneration.

Rob Theoret, I second the motion.

Please vote on this motion now if you have not already done so. [Voting]

The next item of business is to consider a resolution approving the company's amended and restated rolling stock option plan. The details of which are more fully set out in the information circular. May I have a motion approving the company's amended and restated rolling stock option plan.

Alton Anderson, be it resolved as an ordinary resolution of the shareholders of Gensource Potash Corporation, the company, that number one, the company's amended and restated stock option plan, the amended and restated option plan as described in the company's information circular dated May 2, 2025, including the reservation for issuance under the amended and restated option plan at any time of a maximum of 10% of the issued and outstanding common shares of the company be and is hereby ratified, confirmed and approved, subject to the acceptance of the amended and restated option plan by the TSX Venture Exchange, the exchange. Number two, the Board of Directors of the company be authorized in its absolute discretion to administer the amended and restated option plan and amend or modify the amended and restated option plan in accordance with its terms and conditions and with policies of the exchange. And number three, any one director or officer of the company be and is hereby authorized and directed to do all such acts and things and to execute and deliver under the corporate seal of the company or otherwise, all such these, documents, instruments and assurances as in his opinion may be necessary or desirable to give effect to the foregoing resolutions, including, without limitation, making changes to the amended and restated option plan required by the exchange or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the amended and restated option plan.

Rob Theoret, I second the motion.

Please vote on this motion now if you've not already done so. [Voting]

The next item of business is to consider a resolution to consider and vote to reapprove by ordinary resolution the rights plan resolution, the Shareholder Rights Plan, the SRP, dated April 8, 2019, and reapproved by the shareholders on May 27, 2022. A summary of the SRP is set forth in Schedule B to the circular. Shareholder reapproval is being sought in accordance with the policy of the TSX Venture Exchange. The SRP was approved by the TSX Venture Exchange. May I have a motion to reapprove the shareholders' rights plan dated April 8, 2019, and reapproved by the shareholders on May 27, 2022.

Alton Anderson. Be it resolved as an ordinary resolution of the shareholders of Gensource Potash Corporation, the company that, number one, the Shareholder Rights Plan substantially as summarized in Schedule B to the management information circular of the company dated April 11, 2022, and reapproved by the shareholders on May 27, 2022, the Shareholder Rights Plan, be and is hereby reapproved and adopted as the Shareholder Rights Plan of the company with such modifications, if any, as may be required by any stock exchange upon which the shares of Gensource Potash Corporation may be listed or may trade from time to time. Number two, any officer or director of the company is hereby authorized to do all such acts and execute and file all instruments and documents necessary or desirable to carry out this resolution, including making appropriate filings with regulatory authorities, including any applicable stock exchange.

Rob Theoret, I second the motion.

Please vote on this motion now if you've not already done so. [Voting]

As there are no further motions, voting on all motions is now closed. We will now pause for a moment while the results are tabulated. I have been advised by the scrutineer that the results are more than 50% in favor of each director and in accordance with the legal requirements of our majority voting policy. Those nominated are duly elected as directors. I have also been advised by the scrutineers that all other motions have been carried. This concludes the formal portion of the meeting, and I direct that the scrutineer's report be kept by the secretary within the minutes of this meeting. This concludes the formal business to be conducted at this meeting as set out in the information circular. Following termination of the formal part of the meeting, there will be time for shareholders to ask questions. As the formal business of this meeting has been completed, I declare the meeting terminated. We will now have some time to answer any questions shareholders may have concerning the company. Thank you all for taking the time to attend our Annual and Special Meeting of Shareholders. I will now ask the Secretary to read any shareholder questions.

There have been no shareholder questions submitted.

Thank you. I'll turn it back over to the TSX Exchange.

Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.