Gensource Capital Corporation
TSX VENTURE : GSP

Gensource Capital Corporation

August 15, 2012 16:31 ET

Gensource Capital Acquires Nexxt Potash Inc. and Appoints New Director

TORONTO, ONTARIO--(Marketwire - Aug. 15, 2012) - Gensource Capital Corporation ("Gensource" or the "Company") (TSX VENTURE:GSP) (formerly Augen Capital Corp.) announces the closing of its previously announced acquisition of 100% of Nexxt Potash Inc. ("Nexxt") pursuant to a three-cornered amalgamation (the "Transaction") (see the Company's press release dated July 11, 2012). Nexxt is a private company incorporated under the Canada Business Corporations Act, holding rights to a number of potash leases in Saskatchewan.

On closing of the Transaction, Nexxt amalgamated with a wholly-owned subsidiary of Gensource ("Subco"), pursuant to which:

  • each Nexxt share (other than Nexxt shares held by Gensource's subsidiary) outstanding immediately prior to closing was exchanged for one common share of Gensource;
  • each share of Subco outstanding immediately prior to closing was exchanged for one common share of the amalgamated company ("Amalco"); and
  • Amalco became a wholly-owned subsidiary of Gensource.

On closing, former shareholders of Nexxt (other than Gensource's subsidiary) were issued, in aggregate, 20,162,500 common shares of Gensource representing approximately 20.6% of Gensource's then outstanding shares.

"We are very pleased to have closed the transaction to acquire Nexxt Potash" said Alan Cruickshank President and CEO of Gensource Capital. "The Nexxt team led by Steve Halabura has an exceptional background of successful potash development. We intend to leverage our combined knowledge, experience and relationships to build shareholder value inside Gensource."

The Company also announces that Mr. Peter Miller has resigned from the Board of Directors of the Company. The Company thanks Mr. Miller for his service and contributions to the Company during his tenure as a director. The Company is pleased to announce that Mr. Stephen Halabura has been appointed to the Board of Directors of the Company.

About Stephen P. Halabura. Executive Chairman of Nexxt Potash

In 1989 Stephen began providing geological advisory and support services to the Saskatchewan potash sector in various aspects of potash geology and mining, completing some 80 studies for Saskatchewan potash producers.

In 2005 Stephen became a key participant in the current global potash boom. As geological consultant to Anglo Potash Ltd., he participated in bringing the Jansen, Burr, and Young potash projects to BHP Billiton. Stephen was also co-founder of Invictus Minerals Corp., a private company whose potash permit became the basis for the German K+S Group's Legacy potash solution mine near Findlater Saskatchewan.

His other potash consulting projects included exploration and mineral resource advisory services to Canadian companies such as Athabasca Potash, Potash One, Agrium, Karnalyte, Mosaic among others and international potash projects in Russia, Ethiopia, Australia, and the United States.

Related Party Transaction

Alan Cruickshank, Gensource's President and CEO owned 250,000 shares of Nexxt (representing approximately 1.2% of Nexxt's issued and outstanding shares). The acquisition of Mr. Cruickshank's shares and the issuance of common shares of Gensource in consideration thereof constituted a "related party transaction" for Gensource under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Gensource was exempt from obtaining both a formal valuation and minority shareholder approval under MI 61-101 in connection with such acquisition and issuance because neither the fair market value of Mr. Cruickshank's Nexxt shares, nor the common shares of Gensource to be issued in consideration thereof, exceeded 25% of Gensource's market capitalization as calculated in accordance with MI 61-101.

For more information on Gensource Capital, visit our website at www.Gensource.ca.

The Company's public documents may be accessed at www.sedar.com.

Shares outstanding: 97,999,539

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.

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