Sage Potash Announces Financing Update

Rhea-AI Summary

Sage Potash Corp (TSXV: SAGE) (OTCQB: SGPTF) has updated its previously announced non-brokered private placement offering. The company will now offer up to 16,000,000 units at $0.25 per unit, with each unit comprising one common share and one-half warrant. Each whole warrant allows purchase of one common share at $0.35 for 2 years from closing. The offering aims to raise up to $4 million for exploration and working capital. The securities will have a four-month hold period, and company directors/officers may participate. Finders' fees may be paid in cash/securities. The offering requires TSX Venture Exchange approval.

Positive

• Potential to raise up to $4 million in capital for exploration and operations
• Addition of warrant component provides investors with potential upside through $0.35 exercise price
• Insider participation shows management confidence in the offering

Negative

• Offering price of $0.25 and potential exercise of warrants at $0.35 may cause dilution for existing shareholders
• Payment of finders' fees will reduce net proceeds from the offering
• Four-month hold period limits immediate liquidity for new investors

Vancouver, British Columbia--(Newsfile Corp. - May 27, 2025) - Sage Potash Corp. (TSXV: SAGE) (OTCQB: SGPTF) ("Sage Potash" or the "Company") announces that, further to its May 9, 2025 news release, its non-brokered private placement of up to 16,000,000 common shares of the Company ("Common Shares") at a price of $0.25 each for gross proceeds of up to $4 million (the "Offering"), will now include a warrant component.

The Offering will now be for up to 16,000,000 units of the Company (the "Units") at a price of $0.25 per Unit, with each Unit consisting of one Common Share and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable to purchase one Common Share at a price of $0.35 for a period of 2 years from the date of closing of the Offering.

Proceeds of the Offering will be used for exploration and general working capital purposes. The Company may pay finders' fees in cash and/or securities of the Company in connection with the Offering. All securities issued under the Offering will be subject to a hold period of four months and one day from the date of issuance under applicable securities laws.

Certain directors and officers of the Company may acquire securities under the Offering. Any such participation will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Company expects that the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the Company is listed on the TSX Venture Exchange and neither the expected fair market value of securities being issued to related parties nor the consideration being paid by related parties would exceed 25% of the Company's market capitalization.

Closing of the Offering is subject to TSX Venture Exchange acceptance.

About Sage Potash Corp.

Sage Potash is a Canadian company vested solely in the Sage Plain Property and intends through sustainable solution mining techniques to become a prominent domestic potash producer within the Paradox Basin situated in Utah. For further information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca) or contact the Company by email at info@sagepotash.com.

On Behalf of the Board of Directors,

Peter Hogendoorn
CEO & Executive Chairman
+1(604) 764-2158

Website: www.sagepotash.com

Neither the 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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains "forward-looking information" and "forward-looking statements" ‎within the meaning of applicable securities legislation. The forward-looking statements ‎herein are made as of the date of this news release only, and the Company does not assume ‎any obligation to update or revise them to reflect new information, estimates or opinions, ‎future events or results or otherwise, except as required by applicable law. Often, but not ‎always, forward-looking statements can be identified by the use of words such as "plans", ‎‎"expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", ‎‎"projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including ‎negative variations) of such words and phrases or may be identified by statements to the ‎effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, ‎occur or be achieved. Forward-looking information in this news release includes, but is not ‎limited to, statements with respect to future events or future performance of Sage Potash and with respect to the Offering, including the use of proceeds thereof and the proposed issuance of securities. Forward-looking statements and information are subject to various ‎known and unknown risks and uncertainties, many of which are beyond the ability of the ‎Company to control or predict, that may cause the Company's actual results, performance ‎or achievements to be materially different from those expressed or implied thereby, and ‎are developed based on assumptions about such risks, uncertainties and other factors set ‎out herein, including, but not limited to, the risk factors set out under the heading "Risk ‎Factors and Uncertainties" in the Company's Management's Discussion & Analysis ‎available for review under the Company's profile at www.sedarplus.ca. Such forward-looking ‎information represents management's best judgement based on information currently ‎available. No forward-looking statement can be guaranteed and actual future results may ‎vary materially. Accordingly, readers are advised not to place undue reliance on forward-‎looking statements or information.

For media inquiries, please contact: Marcus van der Made, Investor Relations of Sage Potash Corp. - marcus@sagepotash.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/253580

FAQ

What is the size and price of Sage Potash's (SGPTF) private placement offering?

Sage Potash is offering up to 16,000,000 units at $0.25 per unit, aiming to raise up to $4 million. Each unit includes one common share and one-half warrant.

What are the terms of the warrants in SGPTF's private placement?

Each whole warrant allows the purchase of one common share at $0.35 for a period of 2 years from the closing date of the offering.

How will Sage Potash (SGPTF) use the proceeds from the offering?

The proceeds will be used for exploration activities and general working capital purposes.

Can Sage Potash insiders participate in the private placement?

Yes, directors and officers may participate in the offering, which is considered a related party transaction but exempt from certain requirements under MI 61-101.

What is the hold period for securities issued in SGPTF's offering?

All securities issued under the offering will have a hold period of four months and one day from the date of issuance.