Mr. Steve Halabura reports
BUFFALO POTASH ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF A MINIMUM OF C$5,000,000
Buffalo Potash Corp. has arranged a non-brokered private placement of a minimum of $5-million in aggregate gross proceeds. The offering will consist of any combination of: (i) hard-dollar units; (ii) flow-through shares; and (iii) charity flow-through units), with the allocation among each to be determined by the company in its sole discretion based on investor elections at the time of closing.
The hard-dollar units will be priced at 45 cents per unit and will each consist of one common share of the company and one-half of one common share purchase warrant. The FT shares will be priced at 52 cents per share, and the charity FT units at 55.8 cents per unit. Each FT share will consist of one share that qualifies as a flow-through share within the meaning of the Income Tax Act (Canada), and each charity FT unit will consist of one such flow-through share and one-half of one warrant. Each whole warrant will be exercisable at 60 cents to acquire one common share of the company for 24 months from issuance. The company may accelerate the expiry of the warrants on 30 days notice if the volume-weighted average trading price of the shares on the TSX Venture Exchange is at least 90 cents for 10 consecutive trading days.
The company will use the gross proceeds from the FT shares and charity FT units to finance downhole infrastructure buildout of the initial production module at the Disley project located in Saskatchewan. The net proceeds from the hard-dollar units will be used for general working capital and corporate purposes. The initial closing of the offering is expected to occur on or about June 30, 2026, and the offering may close in one or more tranches. The offering is subject to certain conditions, including the approval of the TSX Venture Exchange. All securities will be subject to a statutory hold period of four months and one day.
An amount equal to the gross proceeds from the FT shares will be used to incur, on or before Dec. 31, 2027, eligible Canadian exploration expenses (as defined in the tax act) on the Disley project, and such expenses will be renounced on a pro rata basis to each subscriber for FT shares with an effective date no later than Dec. 31, 2026. An amount equal to the gross proceeds from the charity FT units will be used to incur, on or before Dec. 31, 2026, eligible Canadian development expenses (as defined in the tax act) on the Disley project, and such expenses will be renounced on a pro rata basis to each subscriber for charity FT units with an effective date no later than Dec. 31, 2026. Canadian development expenses will be renounced on a declining balance basis in accordance with the tax act, and will not result in a 100-per-cent upfront deduction to the purchasers of charity FT units.
The company may, subject to the approval of the TSX-V, pay finders' fees in connection with the offering, which may include the payment of cash and/or the issuance of warrants. Certain insiders of the company may participate in the offering. The participation of any insiders may be considered a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. Further details of insider participation, if any, will be provided in a subsequent material change report to be filed by the company. The securities are expected to be eligible for RRSPs, RESPs, RRIFs, RDSPs, DPSPs, FHSAs and TFSAs.
About Buffalo Potash Corp.
Buffalo Potash is an emerging Saskatchewan-based potash developer pursuing a modular approach to selective solution mining through its patented horizontal line drive technology. Buffalo is advancing the Disley project -- located alongside several of the world's most prominent producing potash solution mines -- with the objective of establishing near-term, capital-efficient, lower-impact potash production in one of the world's leading potash jurisdictions.
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