Mr. J. Patricio Varas reports
SAGE POTASH CLOSES SECOND AND FINAL TRANCHE OF UNIT OFFERING
Sage Potash Corp., further to its news releases of Dec. 15, 2025, and Dec.23, 2025, has closed a second and final tranche of its previously announced unit private placement financing, issuing an additional 7,595,000 units of the company at a price of 20 cents per unit for gross proceeds of $1,519,000.
The total aggregate issuance under the offering is 65,031,000 units for aggregate gross proceeds of $13,006,200.
Each unit consists of one common share in the capital of the company and one non-transferable common share purchase warrant. Each warrant is exercisable to purchase one common share at a price of 30 cents for a period of three years from the date of closing of the offering.
Proceeds of the offering will be used primarily to commence the work necessary to carry out key recommendations made by internationally recognized engineering firm, RESPEC LLC, in the company's recently filed preliminary economic assessment (see Nov. 6, 2025, news release), including drilling of a stratigraphic hole, drill core analysis and testing, and engineering review. The proceeds will also be used for working capital and for general and administrative expense purposes.
In connection with the offering, the company paid applicable finders' fees and commissions in accordance with TSX Venture Exchange policies and applicable securities laws. The aggregate fees paid under the first and second tranches of the offering consisted of the payment of $733,704 in cash fees, the issuance of 90,000 common shares and the issuance of 3,749,520 finders' warrants. Each of these finders' warrants entitles the holder thereof to purchase one common share under the same terms as the warrants.
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 insiders of the company acquired a total of 6,025,000 units under the offering (J. Patricio Varas, the interim chief executive officer of the company, through his wholly owned company, subscribed for an aggregate of 1.25 million units in the first and second tranches; Gordon Ellis, a director of the company, subscribed for 100,000 units in the first tranche; Matthew Lechtzier, a director of the company, subscribed for 50,000 units in the first tranche; and David Reid, a director of the company, subscribed for an aggregate of 4,625,000 units in the first and second tranches). Such participation is considered a related party transaction as defined under Multilateral Instrument 61-101, Protection Of Minority Security Holders In Special Transactions. The offering is 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 issued to related parties nor the consideration paid by related parties exceeds 25 per cent of the company's market capitalization. The board of directors of the company approved the offering with the related parties abstaining from the approval of the issue of the units to them. The company did not file a material change report 21 days prior to completion of the related party transaction, which is consistent with market practice and the company deems reasonable in the circumstances.
The TSX Venture Exchange has conditionally approved the offering, subject to customary final filings.
About Sage Potash Corp.
Sage Potash is dedicated to the development of its flagship Sage Plain potash project, located in the Paradox basin, Utah. With a large and high-grade resource base, the company is advancing toward its goal of establishing a secure and sustainable domestic potash production platform in the United States. Sage Potash is committed to food security, environmental stewardship, and creating value for shareholders and stakeholders alike.
We seek Safe Harbor.
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