Gensource Announces Results of Annual and Special Meeting and Completion of Acquisition of Shares of Seven Stars Coal Corp.
June 13, 2013 — SASKATOON, SASKATCHEWAN (Source: Marketwired) — Gensource Capital Corporation (“Gensource” or the “Company“) (TSX VENTURE:GSP) is pleased to announce the results of its annual and special meeting of shareholders held June 10, 2013. At the meeting, Gensource shareholders:
- elected the following as directors of the Company: G. Michael Newman, Chairman, Alan Cruickshank, Conor S. Bill, Stephen Halabura, Paul Martin and Michael Ferguson;
- appointed Ernst & Young LLP as auditor of the Company;
- re-approved the Company’s stock option plan;
- approved changing the name of the Company to Gensource Potash Corporation (which will be become effective when the Articles of Amendment are filed); and
- ratified and confirmed By-Law Number 2A, which provides for advance notice of nominations of directors (see the Company’s press release dated May 15, 2013).
Holders of 29,333,480 shares (representing approximately 29.93% of the outstanding shares of the Company) were present in person or by proxy and voted at the meeting with over 95% of the shares voted in favour of all resolutions.
Further to the company’s decision to focus on potash development, Gensource would also like to announce that it has acquired all of the outstanding shares of Seven Stars Coal Corp. (“Seven Stars“), a private Ontario corporation of which Gensource was the majority shareholder.
Gensource formed Seven Stars in July 2011 as a subsidiary corporation through which it intended to conduct coal operations in Colombia. The Company has since determined not to pursue such operations and has purchased all of the shares of Seven Stars that it did not already own from shareholders at $0.022 per share for an aggregate acquisition cost of $114,400. Seven Stars Coal Corp. will be amalgamated with Gensource upon filing of the Articles of Amalgamation.
Among the shareholders from whom Gensource purchased shares of Seven Stars were Conor Bill and G. Michael Newman, each a director of the Company. Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), the acquisition of such shares from Messrs. Bill and Newman constituted a “related party transaction” for Gensource. The Company was exempt from obtaining both a formal valuation and minority shareholder approval in connection with such acquisitions because neither the fair market value of the shares acquired nor the consideration for such shares, exceeded 25% of the Company’s market capitalization as calculated in accordance with MI 61-101.
As disclosed in the Company’s press release dated March 18, 2013, the Company’s primary focus going forward will be potash development in Saskatchewan.
Gensource Capital Corporation is based in Saskatoon, Saskatchewan and is focused on developing resource opportunities with a specific focus on potash development. The Company’s primary project is its wholly-owned subsidiary, Gensource Potash Corporation, also based in Saskatoon Saskatchewan. Gensource Potash Corporation is led by Mike Ferguson P.Eng., President and CEO. Mr. Ferguson has assembled a world class management team with direct and specific interest in potash development.
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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