Mr. Farhad Abasov reports
MILLENNIAL ANNOUNCES "BOUGHT DEAL" PRIVATE PLACEMENT LIFE OFFERING FOR PROCEEDS OF $15,250,000
Millennial Potash Corp. is conducting a bought deal private placement offering of five million units of the company at a price of $3.05 per offered unit for aggregate gross proceeds of $15.25-million. Each offered unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant will entitle the holder thereof to acquire one common share at an exercise price of $4 at any time until the date that is three years from the closing date (as defined below).
In connection with the LIFE offering, Cantor Fitzgerald Canada Corp. (CFCC) is acting as lead underwriter and sole bookrunner under the terms of a letter agreement dated Jan. 19, 2026. Under the CFCC agreement, CFCC will, on its own behalf and on behalf of a syndicate of underwriters, agree to purchase (or arrange for substitute purchasers to purchase) the offered units. The CFCC agreement is to be replaced by an underwriting agreement prior to or concurrently with the closing date.
The CFCC agreement calls for the underwriters to receive cash commissions equal to 6 per cent of the gross proceeds of the LIFE offering and brokers' warrants equal to 4 per cent of the aggregate number of offered units sold. Each of these broker's warrants will entitle the holder, for a period of 36 months, to purchase one common share at $3.05 per common share. The company has granted to the underwriters an option, exercisable in whole or in part at any time up to 48 hours prior to the closing date, to arrange for the purchase at the issue price of up to an additional 15 per cent of offered units sold under the LIFE offering.
The company intends to use the proceeds of the LIFE offering for the costs for a definitive feasibility study for its Banio potash project, as well as other uses, including for general working capital.
The closing date is expected to occur on or about Jan. 29, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the LIFE offering is being made to purchasers resident in each of the provinces of Canada other than Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 and Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Securities issued under the LIFE offering will not be subject to a statutory hold period under applicable Canadian securities laws, in accordance with the listed issuer financing exemption. The offered units may also be offered in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction.
There is an offering document related to this offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors of the offered units should read the offering document before making an investment decision.
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