Sage Potash Announces Second Financing Upsize to Targeted $6 Million

Rhea-AI Summary

Sage Potash Corp (SGPTF) has announced a second upsize of its non-brokered private placement offering from $5M to $6M due to strong investor interest. The offering will comprise up to 24M units at $0.25 per unit, with each unit including one common share and half a warrant. Each full warrant allows purchase of one common share at $0.35 within two years of closing. Proceeds will fund the Sage Plain project development, strategic exploration, infrastructure planning, and working capital. The offering includes a four-month hold period, potential finders' fees, and possible participation from company directors and officers. CEO Peter Hogendoorn attributes the upsizing success to market recognition of the company's vision and strategic position in domestic potash production.

Positive

• Increased offering size from $5M to $6M due to strong investor demand
• Strategic focus on domestic production of potash, recently classified as a critical mineral
• Warrants provide potential additional funding at $0.35 per share within 2 years
• Proceeds will support project development, exploration, and infrastructure planning

Negative

• Potential dilution for existing shareholders through issuance of up to 24M new units
• Additional dilution possible through warrant exercise and finders' fees
• Insider participation may create conflicts of interest
• Four-month hold period limits immediate liquidity for new shares

Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Sage Potash Corp. (TSXV: SAGE) (OTCQB: SGPTF) ("Sage Potash" or the "Company") is pleased to announce that, due to continued and significant investor interest, it has further upsized its previously announced non-brokered private placement (the "Offering") from $5 million to $6 million.

The Offering will now consist of up to 24 million 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 two (2) years from the date of closing of the Offering.

Net proceeds from the Offering will be allocated toward the continued development of the Sage Plain project, strategic exploration activities and infrastructure planning, and general working capital requirements. 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.

Peter Hogendoorn, CEO of Sage Potash, commented: "The second upsizing of this financing round is a clear indication of the market's understanding of Sage Potash's long-term vision. Our strategic location and sustainable approach to developing domestic production of potash, a critical mineral recently announced by the Trump administration, have clearly resonated with investors."

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/255009

FAQ

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

The private placement offering has been upsized to $6 million from the previous $5 million target.

What is the price per unit for Sage Potash's private placement?

Each unit is priced at $0.25 and consists of one common share and one-half of a warrant.

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

The proceeds will be used for Sage Plain project development, strategic exploration activities, infrastructure planning, and general working capital requirements.

What are the terms of the warrants in Sage Potash's offering?

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

How long is the hold period for securities issued in this offering?

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