Sage Potash closes final tranche of offering

Executive Summary

• Sage Potash Corp. has closed the second and final tranche of its previously announced unit private placement, issuing 7,595,000 units at $0.20 per unit for gross proceeds of $1,519,000.
• The total aggregate offering now comprises 65,031,000 units with total gross proceeds of $13,006,200.
• Proceeds are designated primarily for executing key recommendations from a preliminary economic assessment (drilling, core analysis, engineering review), with remaining funds allocated to working capital and general/administrative expenses.

Key Details

• Tranche 2 Details:
  • Units Issued: 7,595,000 units
  • Price Per Unit: $0.20
  • Gross Proceeds: $1,519,000
• Total Offering Details:
  • Total Units Issued: 65,031,000 units
  • Total Gross Proceeds: $13,006,200
• Security Structure:
  • Each unit consists of one common share and one non-transferable common share purchase warrant.
  • Warrant Terms: Exercisable to purchase one common share at $0.30 per share for a period of three years from the date of closing.
• Use of Proceeds:
  • Commence work on key recommendations from the Preliminary Economic Assessment (PEA) filed Nov. 6, 2025.
  • Specific activities include drilling a stratigraphic hole, drill core analysis and testing, and engineering review.
  • Working capital and general and administrative expenses.
• Finders' Fees and Commissions:
  • Aggregate fees paid across both tranches:
    • Cash Fees: $733,704
    • Common Shares Issued: 90,000
    • Finders' Warrants Issued: 3,749,520 (entitling holder to purchase one common share under same terms as offering warrants).
• Insider Participation (Related Party Transaction):
  • Total units acquired by insiders: 6,025,000 units.
  • J. Patricio Varas (Interim CEO): 1,250,000 units (across first and second tranches).
  • David Reid (Director): 4,625,000 units (across first and second tranches).
  • Gordon Ellis (Director): 100,000 units (first tranche only).
  • Matthew Lechtzier (Director): 50,000 units (first tranche only).
  • Transaction exempt from formal valuation and minority shareholder approval requirements under MI 61-101 due to TSX Venture Exchange listing and consideration thresholds.
• Regulatory Status:
  • TSX Venture Exchange has conditionally approved the offering, subject to customary final filings.
  • Securities subject to a hold period of four months and one day from issuance.