Sage Potash Corp.

VANCOUVER, BC, Feb. 4, 2025 /PRNewswire/ - Sage Potash Corp. (TSXV: SAGE) (OTC: SGPTF) ("Sage" or the "Company") is pleased to announce that it has closed its non-brokered private placement of common shares of the Company previously announced on January 10, 2025 (the "Offering").

Under the Offering, 12,496,940 common shares of the Company were issued at a price of C$0.20 each for aggregate gross proceeds of C$2,499,388.  

The proceeds of the Offering will be used for general working capital purposes.  

In connection with the Offering, the Company paid an arm's length finder a cash fee of $9,440 and issued 47,200 finder's warrants (the "Finder's Warrants") to such finder. Each Finder's Warrant is exercisable for one common share of the Company at an exercise price of C$0.20 for a period of 24 months from the date of issuance.

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. The TSX Venture Exchange has ‎conditionally ‎approved the Offering, subject to customary final filings.

One insider of the Company participated in the Offering. The issuance of securities to such insider is a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on exemptions 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 fair market value of securities issued to related parties nor the consideration being paid by related parties exceeds 25% of the Company's market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About Sage Potash Corp.

Sage is a potash development company vested solely in the Sage Plain Property within the Paradox Basin situated in Utah and is dedicated to advancing the domestic supply of potash for American food security through sustainable solution mining techniques. For further information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca) or contact the Company by email at info@sagepotash.com.

On Behalf of the Board of Directors

Peter Hogendoorn

CEO & Executive Chairman

(604) 764-2158

Website: www.sagepotash.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements include, without limitation, statements relating to the use of proceeds from the Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to: the proceeds of the Offering being used other than as described herein; competition within the industry; actual results of current exploration activities; environmental risks; changes in project parameters as plans continue to be refined; future price of commodities; failure of equipment or processes to operate as anticipated; accidents, and other risks of the mining industry; delays in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness; as well as those factors, risks and uncertainties identified and reported in the Company's public filings under its SEDAR+ profile at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

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SOURCE Sage Potash Corp.

VANCOUVER, BC, Jan. 10, 2025 /CNW/ - Sage Potash Corp., (TSXV: SAGE) (OTC: SGPTF) ("Sage" or the "Company") is pleased to announce that the equipment purchase transaction contemplated in its September 9, 2024 news release (the "Prior News Release") will now be carried out through an alternative equipment leaseback arrangement, which, in management's view, is more financially beneficial to the Company than the direct purchase transaction. Consequently, the purchase agreement (the "Purchase Agreement") previously entered into with a subsidiary of International Process Plants ("IPP"), as well as the associated concurrent financing on the terms described in the Prior News Release, have been terminated in favour of such leaseback arrangement.

On execution of the Purchase Agreement, the Company paid a cash deposit of $500,000 to IPP, which will be refunded to the Company and offset against the future equipment leaseback arrangement described above. Such arrangement has not yet been executed and is under negotiation between the Company, IPP and other applicable parties, and may be subject to TSX Venture Exchange acceptance, if required. There are no security arrangements in place with respect to the deposit. 

Other than the deposit, no funds have been advanced, and no securities of the Company have been issued, to IPP, and there are no residual liabilities or guarantees of the Company in connection with termination of the Purchase Agreement.     

The Company further announces that it still intends to carry out a non-brokered private placement of up to 12,500,000 common shares at $0.20 each, for gross proceeds to Sage of up to $2.5 million (the "Offering").   

The proceeds of the Offering will be used for general working capital purposes. 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. The Company may pay finders' fees in cash and/or securities of the Company in connection with the Offering.

Certain directors and officers of the Company may acquire securities under the Offering. Any such participation will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Company expects that the Offering will be 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 being issued to related parties nor the consideration being paid by related parties would exceed 25% of the Company's market capitalization.

Closing of the Offering is subject to TSX Venture Exchange acceptance.

About Sage Potash Corp.

Sage is a Canadian company vested solely in the Sage Plain Property and intends through sustainable solution mining techniques to become a prominent domestic potash producer within the Paradox Basin situated in Utah. For further information, please refer to the Company's disclosure record on SEDAR+ (www.sedarplus.ca) or contact the Company by email at info@sagepotash.com.

On Behalf of the Board of Directors,

Peter Hogendoorn

CEO & Executive Chairman

(604) 764-2158

Website: www.sagepotash.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains certain statements that may be deemed "forward-looking statements". Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements include, without limitation, statements relating to the potential future equipment leaseback arrangement and the intended Offering. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to: the equipment leaseback arrangement or the Offering not proceeding as planned; the proceeds of the Offering being used other than as described herein; competition within the industry; actual results of current exploration activities; environmental risks; changes in project parameters as plans continue to be refined; future price of commodities; failure of equipment or processes to operate as anticipated; accidents, and other risks of the mining industry; delays in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness; as well as those factors, risks and uncertainties identified and reported in the Company's public filings under its SEDAR+ profile at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance that such information will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise unless required by law.

SOURCE Sage Potash Corp.