Gensource Potash Corporation — Proxy Solicitation & Information Statement 2022

Apr 26, 2022

GEN SOURCE POTASH CORPORATION

NOTICE OF THE ANNUAL AND SPECIAL MEETING OF HOLDERS OF COMMON SHARES TO BE HELD ON May 27, 2022

To the Holders of Common Shares:

Notice is hereby given that an Annual General and Special meeting (the “Meeting”) of the holders of common shares (the “Common Shares”) of GENSOURCE POTASH CORPORATION (the “Company”) will be held electronically at 9:00 a.m. (CST) on Friday, May 27, 2022. In accordance with the Company’s articles and applicable company bylaws, a quorum of shareholders (or their proxies) will physically attend the meeting at Gensource Potash Corporation’s office at 1100-201-1st Avenue South, Saskatoon, SK., S7K 1J5. The Meeting is being held for the following purposes:

• to receive the audited consolidated financial statements of the Company, together with the report of the auditor thereon, for the fiscal year ended December 31, 2021;
• to elect the directors of the Company for the ensuing year;
• to appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
• to consider, and if deemed advisable, pass a resolution approving the Company’s amended and restated stock option plan;
• to consider, and if deemed advisable, pass a resolution re-approving the Company’s shareholders rights plan;
• to consider, and if deemed advisable, pass a special resolution approving the continuance of the Company (the “Continuance”) out of the Province of Ontario under the provisions of the Business Corporation Act (Ontario) (“OBCA”) and into the Province of Saskatchewan under the provisions of The Business Corporations Act (Saskatchewan) (“SBCA”); and
• to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

TAKE NOTICE that pursuant to section 185 of the OBCA a registered holder of Common Shares may dissent in respect of the resolution approving the Continuance. If the Continuance is approved, dissenting shareholders who comply with the procedures set forth in the OBCA may be entitled to be paid the fair value of their Common Shares. The full text of s. 185 of the OBCA is set forth in Schedule “F” of the accompanying management information circular. Failure to comply strictly with the requirements set forth in s. 185 of the OBCA may result in the loss of any right to dissent.

The nature of the business to be transacted at the Meeting is described in further detail in the accompanying management information circular and the schedules thereto.

We are continuing to utilize “Notice and Access” to provide you with electronic access to our Circular and other meeting materials, rather than mailing paper copies. Electronic access of the circular is part of our commitment to reducing our environmental footprint as electronic delivery substantially reduces our printing and mailing costs, and has less environmental impact as it reduces materials, waste, and energy consumption.

The record date for the determination of shareholders entitled to receive notice of and to vote at the Meeting is April 7, 2022 (the “Record Date”). Shareholders of the Company whose names have been entered in the register of shareholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Meeting.

A shareholder may attend the Meeting electronically or may be represented by proxy.

Attending the Meeting Electronically

This year we will be conducting a virtual AGSM, giving you the opportunity to attend the AGSM online, using your smartphone, tablet, or computer. You will be able to view a live webcast of the meeting, ask the board questions and submit your votes in real time. Simply go to https://virtual-meetings.tsxtrust.com/1335 in your web browser (not a Google search) on your smartphone, tablet, or computer. You will need the latest versions of Chrome, Safari, Edge, or Firefox. Please ensure your browser is compatible by logging in early. PLEASE DO NOT USE INTERNET EXPLORER.

~ iii ~

---

Registered shareholders are requested to date, sign and return the accompanying form of proxy for use at the Meeting or any adjournment thereof even if you do plan to attend the Meeting electronically. To be effective, the enclosed proxy must reach or be deposited with the Company c/o TSX Trust Company, Attn: Proxy Department, 200 University Avenue, Suite 300, Toronto, Ontario, M5H 4H1 (the "Registrar"), or by facsimile at 1-(416)-595-9593 not later than forty-eight (48) hours (excluding Saturdays, Sundays, and holidays) prior to the time set for the Meeting or any adjournment thereof. Alternatively, as described further in the accompanying form of proxy, proxies may be voted using the Internet at www.voteproxyonline.com. The Chairman of the Meeting may waive the proxy cut-off without notice.

The instrument appointing a proxy shall be in writing and shall be executed by the shareholder or his or her attorney authorized in writing or, if the shareholder is a corporation, by an officer or attorney thereof duly authorized.

The persons named in the enclosed form of proxy are directors and/or officers of the Company. Each shareholder has the right to appoint a proxyholder other than such persons, who need not be a shareholder, to attend and to act for such shareholder and on behalf of such shareholder at the Meeting. To exercise such right, the names of the nominees of management should be crossed out and the name of the shareholder's appointee should be legibly printed in the blank space provided.

In the event of a strike, lockout or other work stoppage involving postal employees, all documents required to be delivered by a shareholder should be delivered by facsimile to the Registrar at 1-(416)-595-9593 or using the internet at www.voteproxyonline.com.

Dated at Saskatoon, Saskatchewan this 11th day of April 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(Signed) Michael J. Ferguson

Michael J. Ferguson

Chairman of the Board of Directors

~ iv ~