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, Chair of the Board of Directors of the company, and I will act as Chair of this meeting. I welcome you to the 2026 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 the TSX Trust virtual meeting platform. I thank you for your attendance at this year's meeting. With us today online are the following members of the Board of Directors: Michael Ferguson, Wayne Brownlee, Amy O'Shea 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 global fertilizer markets and the activities of your company.

Good morning. Good morning to all our valued shareholders and Board of Directors. Thank you for attending. We appreciate your time in attending this Annual General and Special Meeting. This year, by way of our annual update, I'm excited to share with you the progress we have made and the exciting opportunities that lay ahead for Gensource. First, I thought it appropriate to remind everybody about our business model as we work to enter the potash production space. Gensource defined a completely new model that will allow for easier entry to the industry. Previously, to enter this industry, it took many billions of dollars and more than a decade to plan, fund and execute the typical potash industry giant scale project. We devised a way to break that down, a way to be modular and scalable while setting the sustainability bar very high. This approach allows for a stair-step entry to the industry, an easier, less expensive and less risky approach. We call this one of the pillars of our business model to be modular, scalable and sustainable. Several other developers have now copied that approach. However, Gensource's business model has a second pillar, vertical integration with the market. That vertical integration is more than just signing an offtake agreement. Anyone can do that. It's a deep integration between the producing facility in Saskatchewan and the market where the product will be sold. The second pillar is key, and Gensource has succeeded here with both the offtake partnerships -- partnership with Helm, which is -- remains in place and strong and now the development -- the project development relationship with our Southeast Asian partner, as we have disclosed in recent news releases. These 2 pillars together create a strong foundation for the Tugaske project and for the company in general. Tugaske project remains front and center for us, and the basic parameters for the projects are now being changed in collaboration with our Southeast Asian partner. The major changes are to make the first phase of the project double the original size for a total of 500,000 tons per year and to produce both granular and standard product to serve 2 distinct markets. The project is now undergoing a refresh, as we call it, to update the engineering and costing to reflect these changes. The full project team from geology to solution mining, permitting and process engineering is mobilized and working now. This work is being 100% funded by our Southeast Asian partner and will lead to an updated 43-101 technical report. That technical report will allow the financing banks already hard at work on behalf of our Southeast Asian partner to complete their effort, which, when successful, will lead to FID, meaning the final investment decision. Moving ahead on the Tugaske project with our Southeast Asian partner fits our business model perfectly and aligns both parties towards a successful outcome, both in terms of the project implementation as well as future business and sales to desirable regions of the world. While the details of the partnership have not yet been disclosed, Gensource will be a strong equity partner in the Tugaske project and will play a key role in executing the project and creating the operating team. The broader business goal of Gensource though is to be a partner in the Tugaske project for sure, but as well a partner in project 2, 3 and more into the future. To that end, we are beginning to develop the development of project #2. We will release details on this as they are finalized and we work towards its implementation. Suffice to say, we are always looking forward. As we continue to make progress, I want to acknowledge your unwavering support. We deeply appreciate your trust as we navigate the challenges of this industry and this market. We are building a business with Gensource, not mining the stock market. Our values are openness and forthrightness, innovation and social responsibility, and we stand by those values as we accomplish our work. I look forward to updating you on the Tugaske project journey and more as we move forward. Steve?

Thank you, Mike. Once again, good morning, and welcome to the Annual General and Special Meeting of Gensource. We appreciate everyone who's taken the time to join us in this meeting. As Mike mentioned, we are pleased with the opportunity to work with our Southeast Asia partner over the next months to further develop our relationship, refresh the engineering and update the cost estimate for the project. Having an in-market partner should allow us to ultimately ramp up the production from this first project. We greatly appreciate the continued support and interest of our shareholders and our other strategic partners as we continue to work through our opportunities to bring the Tugaske project to reality. We will 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 us more time for your questions. Only shareholders of record or their validly appointed proxy holders at the close of business on May 7, 2026, are entitled to vote at this meeting. If you have already sent in your proxy, your vote has already been counted and does not need to be voted 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. To submit a question, click the Ask a Question button on the left menu of your screen and type the question into the text box. Once discussion on all items of business has concluded, I will give you a minute to enter your votes 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 12, 2026, declaration of mailing and the 2025 audited consolidated 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?

The scrutineers' report shows that there are 0 shareholders present in person and 154 shareholders represented by proxy representing 155,717,045 shares for a total representation in person and by proxy of 155,717,045 shares or 32%.

On that basis of the foregoing, there is a quorum present and proof of notice calling this meeting has been given in accordance with the company's bylaws and the Business Corporation Act of 2021 of Saskatchewan. I now declare the meeting is regularly called and properly constituted for the transactions 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 would like to comment on voting procedure. Only shareholders of record at the close of business on May 7, 2026, 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 entitled to be voted on the matter held by the shareholder. If you have already sent in your proxy, your vote has already been counted and you do not need to vote at this meeting. We'll also conduct voting by electronic ballot on all matters. Voting will be opened 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 provide it 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, 2025. Together with the report thereon of the auditors of the company, copies of such documents have been mailed to all shareholders who have so requested and filed on SEDAR. It is not proposed to read them to the meeting. The polls are now opened for registered shareholders and their duly appointed proxy holders to vote. [Voting]

The next item of business is the election of 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, the nomination of 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 instructions, 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 procedure set out in bylaw #2A. As the company has not received notice of proposed nominees 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, Michael 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 have 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 authorize the directors to fix the remuneration to be paid to the auditors. I now ask that someone move the appointment of the auditors and to authorize 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 and if deemed advisable, pass a resolution to establish and approve the company's new Omnibus Equity Incentive Plan, the details of which are more fully set out in the information circular. May I have a motion approving the company's Omnibus Equity Incentive 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 Omnibus Equity Incentive Plan, the Omnibus Equity Incentive Plan as described in the company's information circular dated May 12, 2026, including the reservation for issuance pursuant to the exercise of options including predecessor options at any time of a maximum of 10% of the issued and outstanding common shares of the company and with respect to the number of shares issuable pursuant to all awards other than options and under any security-based compensation plan of the company, the reservation of 46,836,793 common shares, which is equal to 10% of the total number of issued and outstanding common shares as of the date of implementation of the Omnibus Plan. In each case, subject to adjustment as provided in the Omnibus Plan, be and is hereby ratified, confirmed and approved subject to the acceptance of the Omnibus Equity Incentive 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 Omnibus Equity Incentive Plan and amend or modify the Omnibus Equity Incentive Plan in accordance with its terms and conditions and with the 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 deeds, 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 Omnibus Equity Incentive Plan required by the exchange or applicable securities regulatory authorities and to complete all transactions in connection with the administration of the Omnibus Equity Incentive Plan.

Rob Theoret, I second the motion.

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

As there is no further motions, voting on all motions is now closed. We'll pause for a moment while the results are tabulated. I have been advised by the scrutineers 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 scrutineers' report be kept by the secretary within the minutes of the 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 now been completed, I declare the meeting terminated. We'll now have some time to answer any questions shareholders may have concerning the company. Thank you all for taking the time to attend the Annual and Special Meeting of Shareholders. I will now ask the Secretary to read any questions.

There have not been any questions submitted.

Thank you. And if there is no questions, I'll then close out this portion of the meeting as well.

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