Mr. Ian McGavney reports

FIRST TIDAL ACQUISITION CORP. ANNOUNCES PROPOSED QUALIFYING TRANSACTION WITH BUFFALO POTASH CORP.

First Tidal Acquisition Corp. has entered into an arm's-length non-binding letter of intent (LOI) dated June 24, 2025, with Buffalo Potash Corp., a private corporation existing under the laws of Saskatchewan. The LOI outlines the principal terms of a proposed transaction, which, if completed, is expected to constitute the company's qualifying transaction (as such term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange). Upon completion of the proposed transaction, it is anticipated that the resulting issuer will be a Tier 2 mining issuer. Trading in the shares of the company will remain halted pending receipt and review of acceptable documentation regarding the qualifying transaction pursuant to TSX-V Policy 2.4.

The proposed transaction is an arm's-length qualifying transaction pursuant to the policies of the TSX-V and, as such, the company is not required to obtain shareholder approval for the proposed transaction.

Buffalo potash highlights

Buffalo is a private, Saskatchewan-focused potash developer looking to advance its Disley project and become Saskatchewan's newest potash producer at a time when potash markets are increasingly looking for new sources of supply during a new emerging potash cycle.

Globally respected potash team: Buffalo is led by one of the most experienced potash teams in this sector, having been directly involved with either discovering, developing, operating or consulting to every potash mine in Canada, including:

• Steve Halabura (chief executive officer and director): Mr. Halabura participated in originating the assets for the only two greenfield potash projects in Saskatchewan in the last 50 years, being projects held by Anglo Potash Ltd. (sold to BHP Billiton for $284-million in 2008) and Potash One Inc. (sold to K+S Aktiengesellschaft for $434-million in 2012).
• Quinton Hardage (president and chief operating officer): Mr. Hardage was responsible for managing the initial drilling for Potash One that was used to help develop the resource. He also harnessed his experience in the oil and gas industry to help develop Buffalo's patented technology.
• Peter Jackson (incoming director): Mr. Jackson brings 27 years of senior potash production and solution mining experience, having spent his career at Mosaic Corp., where he last served as senior vice-president in charge of all North American operations.
• Tier 1 potash jurisdiction: Buffalo has acquired the rights to three highly prospective potash projects in Saskatchewan's world-class Elk Point potash basin, which is a geopolitically stable potash jurisdiction with abundant and rich reserves, sustainable mining practices, and significant production infrastructure already in place.
• Shovel-ready flagship project: Buffalo's Disley project is located adjacent to the K+S bethune potash solution mine, which was discovered and developed by certain Buffalo founders.
• Modular mining design: Buffalo has patented a modular drilling design adapted from modern oil and gas technology to enable development of scalable mines that are cheaper to build and operate than conventional solution mining, while minimizing freshwater usage.
• Near-term production profile: Buffalo is executing a staged development strategy, led first by the construction of a permanent 125,000-tonne-per-year showcase facility at the Disley project.
• Balanced leadership with record of execution: Buffalo's technical leadership is complemented by a seasoned team of directors and executives with a history of leading and financing growth-stage energy and mining companies.
• New emergent potash cycle: Tight global supply, rising agricultural demand and increasing geopolitical pressure on traditional exporters are driving renewed interest and investment in potash, marking the early stages of a new secular potash cycle.

The proposed transaction

The proposed transaction contemplates the acquisition by First Tidal of all of the issued and outstanding shares of Buffalo by way of a three-cornered amalgamation, plan of arrangement, or other structure mutually acceptable to the parties and their advisers, anticipated to potentially result in Buffalo becoming a wholly owned subsidiary of First Tidal.

Prior to closing, First Tidal intends to complete a consolidation of its common shares such that 3,474,286 postconsolidation common shares will be outstanding. Under the proposed terms, each outstanding common share of Buffalo will be exchanged for one postconsolidation common share of First Tidal. Upon completion of the proposed transaction, it is expected that the resulting issuer will change its name to Buffalo Potash or such other name as may be determined by Buffalo and approved by First Tidal.

Concurrent financing

In connection with the transaction, the parties intend to raise gross proceeds of a minimum of $10-million through one or more equity and/or debt financings, which will be conducted by way of the issuance of subscription receipts, on such terms to be determined by First Tidal and Buffalo.

Each subscription receipt will entitle the holder to receive, upon satisfaction of certain escrow release conditions, one common share of the resulting issuer. Proceeds will be used for confirmation and development of Buffalo's potash assets, working capital and general corporate purposes.

Capitalization

Immediately following the completion of the proposed transaction and concurrent financing, it is anticipated that the resulting issuer will have approximately 82,289,193 common shares outstanding on a postconsolidation basis. Of these, approximately 96 per cent will be held by former shareholders of Buffalo and investors in the concurrent financing, and 4 per cent by current First Tidal shareholders.

Board and management of resulting issuer

It is anticipated that upon closing of the proposed transaction, the board of directors of the resulting issuer will consist of five directors, including:

• Dean Potter, MSc, PGeo;
• Steve Halabura, MSc, PGeo, FEC (honours), FGC;
• Morgan Tincher;
• Peter Jackson, PEng, MBA, FEC, FGC (honours), ICD.D, FCSSE;
• An independent appointee of Buffalo (to be determined).

The proposed senior management team of the resulting issuer will include:

• Steve Halabura, MSc, PGeo, FEC (honours), FGC, CEO;
• Quinton Hardage, PEng, PMP, president and COO;
• Nick Goplen, CFA, vice-president, finance;
• Jordan Stewart, CFA, vice-president, business development;
• Other officer positions are to be determined.

Due diligence and definitive agreement

The proposed transaction is subject to a number of conditions, including, but not limited to:

• Completion of mutual due diligence;
• Execution of a definitive agreement;
• Completion of the concurrent financing;
• Completion of an updated National Instrument 43-101 technical report on the Disley project;
• Approval of the shareholders of Buffalo (and of First Tidal, if required);
• Regulatory approvals, including the TSX-V;
• Receipt of conditional approval for the listing of the resulting issuer's shares;
• First Tidal will issue additional news releases related to the final legal structure and terms of the proposed transaction, the capitalization of the resulting issuer, financing details, financial information regarding Buffalo, the background of insiders of the resulting issuer, and other information required pursuant to the policies of the TSX-V, as it becomes available.

Sponsorship

Sponsorship of a qualifying transaction is required by TSX-V Policy 2.2 unless an exemption is granted. First Tidal intends to apply for a waiver of the sponsorship requirement, but there is no assurance that such exemption will be granted.

Cautionary statements

Investors are cautioned that the LOI is non-binding, and there is no assurance that the proposed transaction will be completed as proposed or at all. Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, exchange acceptance, completion of the conditions precedent thereto, including any financing requirements, and, if applicable pursuant to the exchange requirements, majority of the minority shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

About First Tidal Acquisition Corp.

First Tidal is a capital pool company listed on the TSX-V under the symbol AAA.P. Its principal business activity is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.

About Buffalo Potash Corp.

Buffalo Potash is a private Saskatchewan-based potash developer implementing a new modular approach to potash production through its patented modular mining technology. By drawing on proven horizontal drilling methods from the oil and gas sector, Buffalo's horizontal line-drive (HLD) platform enables smaller, capital-efficient, low-environmental-impact mines using negligible fresh water and providing a scalable path to multiasset production in the world's top potash jurisdiction.

We seek Safe Harbor.