Disclaimers & Advisories

Disclaimer

This website is not an offer to sell or a solicitation of an offer to purchase securities by Genesis Fertilizers. This website and its contents are directed only at “accredited investors” (as defined in National Instrument 45-106 Prospectus Exemptions and Section 73.3 of the Securities Act (Ontario)). This website is not intended for use outside of Canada, except in accordance with applicable exemptions. By agreeing to receive this website, you represent and warrant that you are a person who falls within the foregoing description of persons entitled to receive this website and that you agree to be bound by the provisions of this disclaimer. Any subsequent offer to sell or solicitation of an offer to purchase securities by Genesis Fertilizers will be made by means of offering documents (e.g., subscription agreement, partnership agreement and/or similar documents (collectively, the “Offering Documents”)) prepared by Genesis Fertilizers for use in connection with such subsequent offer or solicitation and only in jurisdictions were permitted by law. In the event of a subsequent offer to sell or solicitation of an offer to purchase securities by Genesis Fertilizers, investors should refer to the Offering Documents for more complete information.

The attached material is provided for informational purposes only as of the date hereof, is not complete, and may not contain certain material information about Genesis Fertilizers, including important disclosures and risk factors associated with an investment in Genesis Fertilizers. This information does not take into account the particular investment objectives or financial circumstances of any specific person who may receive it. Before making any investment, prospective investors should thoroughly and carefully review the Offering Documents with their financial, legal and tax advisors to determine whether an investment is suitable for them.

Neither Genesis Fertilizers GP Inc. nor any of its directors, officers, employees, agents or advisors makes any representation or warranty in respect of the contents of this website or otherwise in relation to Genesis Fertilizers or its business. In particular, no representation or warranty, express or implied, is made as to the fairness, accuracy or completeness of the information or opinions contained herein, which have not been independently verified. Except pursuant to applicable law, no person shall have any right of action (except in case of fraud) against Genesis Fertilizers or any other person in relation to the accuracy or completeness of the information contained in this website. The information contained in this website is provided as at the date hereof and is subject to amendment, revision and updating in any way without notice or liability to any party. Only those particular representations and warranties made by Genesis Fertilizers in a definitive written subscription agreement, when and if one is executed, and subject to such limitations and restrictions as may be specified in such subscription agreement, shall have any legal effect.

In addition, certain information contained in this website is based upon information from independent industry sources and other publications and websites. None of these sources have provided any form of consultation, advice or counsel regarding any aspect of, or is in any way whatsoever associated with, Genesis Fertilizers. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. While Genesis Fertilizers believes this data and information to be reliable, such data and information is subject to variations and cannot be verified with complete certainty. Genesis Fertilizers has not independently verified any of the data or information from third party sources referred to in this website or ascertained the underlying assumptions relied upon by such sources.

Genesis Fertilizers LP (Genesis) is considered a “specified” and “connected” issuer to Axcess Capital Advisors (Axcess) because dealing representatives of Axcess have been sponsored by Genesis, which may lead a reasonable prospective purchaser of the securities of Genesis to question if Axcess and/or its dealing representatives are independent of Genesis. Genesis has identified prospective investors for the Offering on the basis of their also being farmers who require fertilizer for their farming businesses. As a result, investors in the Offering are expected to enter into a binding letter of intent with Genesis under which investors will commit to purchase fertilizer from Genesis (a Genesis Offtake Agreement). Entering into a Genesis Offtake Agreement is not a condition of participating in the Offering, however the preferential investment terms of the Offering are being made available to farmer investors based on their commitment to enter into a Genesis Offtake Agreement.

Advisories

This website includes forward-looking information and forward-looking statements (collectively, “forward-looking information”) with respect to Genesis. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases including, but not limited to, “expects”, “does not expect”, “is expected”, “is likely” “anticipates”, “does not anticipate”, “plans”, “estimates”, “believes”, “does not believe” or “intends”, or stating that certain actions, events or results may, could, would, might or will be taken, occur or be achieved) are not statements of historical fact and may be “forward-looking information”. This information represents predictions and actual events or results may differ materially.

Forward-looking information contained in this website includes, but is not limited to, statements with respect to the assumptions, intentions or expectations of Genesis concerning: its ability to raise capital under the Offering or otherwise; the timing of raising capital under the Offering; the ability of Genesis to conduct a Final Closing or to otherwise complete the Offering; expectations regarding the use of proceeds of the Offering; the ability of Genesis to complete a projected combination with FNA LP and GG&F LP; the ability to complete any stage of the Project; projected timelines for the Project and any and all stages thereof including the projected time of commercial operation of the Facility; the intentions of Genesis concerning its ability to provide competitively priced urea to its investors and customers; the benefits of farmer ownership throughout the agriculture value chain; the production costs of Genesis compared to those of its competitors; the economic advantages of production by Genesis; the efficiency of any production and distribution system created by Genesis; the location of any production or distribution facilities contemplated by Genesis; treatment under government regulatory regimes and tax laws; the likelihood of requiring government support for the Project and any support, financial or otherwise, that Genesis may receive from any levels of government or any tax incentives or government programs that may be available to Genesis; the ability to source cost effective natural gas feedstock; the requirement of additional investment in Genesis by a Strategic Investor and any effects on the other investors of Genesis from such strategic investment; the requirement and ability of Genesis to attract appropriate debt financing; any reorganization of the corporate structure of Genesis and its unitholders; the timing of and the ability to attract any additional investment capital in Genesis and the sources of such capital; cost and expense projections of Genesis, including as related to the capital cost of the Facility and the Supercenters; the projected financial performance and cash flow of Genesis and the assumptions related thereto; the ability of Genesis to offer distributions to its investors; the effectiveness of the corporate governance structure of Genesis; the existence and sustainability of any competitive advantage that Genesis may be able to offer; long-term and short-term objectives of Genesis; the investment objectives and strategies of Genesis; the stability of the supply of fertilizer to investors in the Project; and the ability of investors to earn a return on their investment.

Forward-looking information is based on the current expectations, estimates and projections of Genesis and involves a number of known and unknown risks and uncertainties which would cause actual results or events to differ materially from those presently anticipated, including those risks described in the [“Project and Financing Risk”] slides, many of which are beyond the control of Genesis. Factors which could cause actual results, events, circumstances, expectations or performance to differ materially from those expressed or implied in forward-looking information include, but are not limited to, general economic, political, market and business factors and conditions; interest rate fluctuations; statutory and regulatory developments; unexpected judicial or regulatory proceedings; catastrophic events; and other factors set out under the [“Project and Financing Risk”] slides. Readers are cautioned that these slides are not and are not intended to be exhaustive.

Genesis has included the above summary of risks related to forward-looking information provided in this website in order to provide prospective investors with a more complete perspective on the current and future operations of Genesis and such information may not be appropriate for other purposes. The actual results, performance or achievement of Genesis could differ materially from those expressed in, or implied by, this forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Genesis will derive therefrom. This forward-looking information is given as of the date of this website and Genesis disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Forward-looking information contained in this websit includes, but is not limited to, statements with respect to the assumptions, intentions or expectations of Genesis concerning: its ability to raise capital under the Offering or otherwise; the timing of raising capital under the Offering; the ability of Genesis to conduct a Final Closing or to otherwise complete the Offering; expectations regarding the use of proceeds of the Offering; the ability of Genesis to complete a projected combination with FNA LP and GG&F LP; the ability to complete any stage of the Project; projected timelines for the Project and any and all stages thereof including the projected time of commercial operation of the Facility; the intentions of Genesis concerning its ability to provide competitively priced urea to its investors and customers; the benefits of farmer ownership throughout the agriculture value chain; the production costs of Genesis compared to those of its competitors; the economic advantages of production by Genesis; the efficiency of any production and distribution system created by Genesis; the location of any production or distribution facilities contemplated by Genesis; treatment under government regulatory regimes and tax laws; the likelihood of requiring government support for the Project and any support, financial or otherwise, that Genesis may receive from any levels of government or any tax incentives or government programs that may be available to Genesis; the ability to source cost effective natural gas feedstock; the requirement of additional investment in Genesis by a Strategic Investor and any effects on the other investors of Genesis from such strategic investment; the requirement and ability of Genesis to attract appropriate debt financing; any reorganization of the corporate structure of Genesis and its unitholders; the timing of and the ability to attract any additional investment capital in Genesis and the sources of such capital; cost and expense projections of Genesis, including as related to the capital cost of the Facility and the Supercenters; the projected financial performance and cash flow of Genesis and the assumptions related thereto; the ability of Genesis to offer distributions to its investors; the effectiveness of the corporate governance structure of Genesis; the existence and sustainability of any competitive advantage that Genesis may be able to offer; long-term and short-term objectives of Genesis; the investment objectives and strategies of Genesis; the stability of the supply of fertilizer to investors in the Project; and the ability of investors to earn a return on their investment.

STATUTORY RIGHTS OF ACTION (SASKATCHEWAN PURCHASERS)

Section 138 of The Securities Act, 1988 (Saskatchewan), as amended (the “Saskatchewan Act”) provides that where an offering memorandum (such as this website) or any amendment to it is sent or delivered to a purchaser and it contains a misrepresentation (as defined in the Saskatchewan Act), a purchaser who purchases a security covered by the offering memorandum or any amendment to it has, without regard to whether the purchaser relied on the misrepresentation, a right of action for rescission against the issuer or a selling security holder on whose behalf the distribution is made or a right of action for damages against:

the issuer or a selling security holder on whose behalf the distribution is made;
every promoter and director of the issuer or the selling security holder, as the case may be, at the time the offering memorandum or any
amendment to it was sent or delivered;
every person or company whose consent has been filed respecting the offering, but only with respect to reports, opinions or statements that have been made by them;
every person who or company that, in addition to the persons or companies mentioned in (a) to (c) above, signed the offering memorandum or the amendment to the offering memorandum; and
every person who or company that sells securities on behalf of the issuer or selling security holder under the offering memorandum or amendment to the offering memorandum.

Such rights of rescission and damages are subject to certain limitations including the following:

if the purchaser elects to exercise its right of rescission against the issuer or selling security holder, it shall have no right of action for damages against that party;
in an action for damages, a defendant will not be liable for all or any portion of the damages that he, she or it proves do not represent the depreciation in value of the securities resulting from the misrepresentation relied on;
no person or company, other than the issuer or a selling security holder, will be liable for any part of the offering memorandum or any amendment to it not purporting to be made on the authority of an expert and not purporting to be a copy of, or an extract from, a report, opinion or statement of an expert, unless the person or company failed to conduct a reasonable investigation sufficient to provide reasonable grounds for a belief that there had been no misrepresentation or believed that there had been a misrepresentation;
in no case shall the amount recoverable exceed the price at which the securities were offered; and
no person or company is liable in an action for rescission or damages if that person or company proves that the purchaser purchased the securities with knowledge of the misrepresentation.

In addition, no person or company, other than the issuer or selling security holder, will be liable if the person or company proves that:

the offering memorandum or any amendment to it was sent or delivered without the person’s or company’s knowledge or consent and that, on becoming aware of it being sent or delivered, that person or company gave reasonable general notice that it was so sent or delivered; or
with respect to any part of the offering memorandum or any amendment to it purporting to be made on the authority of an expert, or purporting to be a copy of, or an extract from, a report, an opinion or a statement of an expert, that person or company had no reasonable grounds to believe and did not believe that there had been a misrepresentation, the part of the offering memorandum or any amendment to it did not fairly represent the report, opinion or statement of the expert, or was not a fair copy of, or an extract from, the report, opinion or statement of the expert.

Not all defences upon which we or others may rely are described herein. Please refer to the full text of the Saskatchewan Act for a complete listing.

Similar rights of action for damages and rescission are provided in section 138.1 of the Saskatchewan Act in respect of a misrepresentation in advertising and sales literature disseminated in connection with an offering of securities.

Section 138.2 of the Saskatchewan Act also provides that where an individual makes a verbal statement to a purchaser that contains a misrepresentation relating to the security purchased and the verbal statement is made either before or contemporaneously with the purchase of the security, the purchaser has, without regard to whether the purchaser relied on the misrepresentation, a right of action for damages against the individual who made the verbal statement.

Section 141(1) of the Saskatchewan Act provides a purchaser with the right to void the purchase agreement and to recover all money and other consideration paid by the purchaser for the securities if the securities are sold in contravention of the Saskatchewan Act, the regulations to the Saskatchewan Act or a decision of the Financial and Consumer Affairs Authority of Saskatchewan.

Section 141(2) of the Saskatchewan Act also provides a right of action for rescission or damages to a purchaser of securities to whom an offering memorandum or any amendment to it was not sent or delivered prior to or at the same time as the purchaser enters into an agreement to purchase the securities, as required by Section 80.1 of the Saskatchewan Act.

The rights of action for damages or rescission under the Saskatchewan Act are in addition to and do not derogate from any other right which a purchaser may have at law.

Section 147 of the Saskatchewan Act provides that no action shall be commenced to enforce any of the foregoing rights more than:

in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or
in the case of any other action, other than an action for rescission, the earlier of:

one year after the plaintiff first had knowledge of the facts giving rise to the cause of action; and
six years after the date of the transaction that gave rise to the cause of action.

The Saskatchewan Act also provides a purchaser who has received an amended offering memorandum delivered in accordance with subsection 80.1(3) of the Saskatchewan Act with a right to withdraw from the agreement to purchase the securities by delivering a notice to the person who or company that is selling the securities, indicating the purchaser’s intention not to be bound by the purchase agreement, provided such notice is delivered by the purchaser within two business days of receiving the amended offering memorandum.

STATUTORY RIGHTS OF ACTION (ONTARIO PURCHASERS)

Section 5.2 of OSC Rule 45-501 – Ontario Prospectus and Registration Exemptions provides that when an offering memorandum (such as this website) is delivered to an investor to whom securities are distributed in reliance upon the “accredited investor” prospectus exemption, the right of action referred to in Section 130.1 of the Securities Act (Ontario) (“Section 130.1”) is applicable, unless the prospective purchaser is:

a Canadian financial institution, meaning either:
1. a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction of Canada;
a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada);
The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada); or
a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.

Section 130.1 provides such investors who purchase securities offered by an offering memorandum during the distribution period with a statutory right of action against the issuer of securities and any selling security holder on whose behalf the distribution is made for rescission or damages in the event that the offering memorandum and any amendment to it contains a “misrepresentation”. “Misrepresentation” means an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make any statement not misleading or false in the light of the circumstances in which it was made.

Where this presentation is delivered to a prospective purchaser of Special Warrants in connection with a trade made in reliance on Section 2.3 of NI 45-106, and this document contains a misrepresentation the purchaser will have, without regard to whether the purchaser relied on the misrepresentation, a statutory right of action against the issuer for damages or, while still the owner of Special Warrants, for rescission, in which case, if the purchaser elects to exercise the right of rescission, the purchaser will have no right of action for damages, provided that no action shall be commenced more than, in the case of an action for rescission, 180 days after the date of the transaction that gave rise to the cause of action; or, in the case of any action other than an action for rescission, the earlier of: (i) 180 days after the plaintiff first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of the transaction that gave rise to the cause of action.

The defendant shall not be liable for a misrepresentation if it proves that the purchaser purchased the Special Warrants with knowledge of the misrepresentation.

In an action for damages, the defendant shall not be liable for all or any portion of the damages that the defendant proves do not represent the depreciation in value of the Special Warrants as a result of the misrepresentation relied upon.

In no case shall the amount recoverable for the misrepresentation exceed the price at which the Special Warrants were offered.

The foregoing statutory right of action for rescission or damages conferred is in addition to and without derogation from any other right the purchaser may have at law.

This summary is subject to the express provisions of the Securities Act (Ontario) and the regulations and rules made under it, and prospective investors should refer to the complete text of those provisions.