SAGE Potash Announces Shares FOR Debt Transactions
FOR IMMEDIATE RELEASE
SAGE POTASH ANNOUNCES SHARES FOR DEBT TRANSACTIONS
VANCOUVER, BC, May 16, 2025 /Newsfile Corp./ – Sage Potash Corp. (TSXV: SAGE) (OTC:
SGPTF) (“Sage Potash” or the “Company”) announces shares for debt transactions for an
aggregate of 1,222,222 common shares of the Company (the “ Shares for Debt
Transactions”).
Pursuant to the Shares for Debt Transactions, subject to approval of the TSX Venture
Exchange (“ TSXV”), the Company has agreed to issue an aggregate 1,222,222 common
shares in the capital of Sage Potash (“Common Shares”) to certain parties, one (1) of whom
is an officer of the Company.
The Shares for Debt Transactions are being completed to settle amounts owed in respect of
financial advisory, consulting and management fees incurred by the Company.
Subject to TSXV approval, the Common Shares to be issued pursuant to the Shares for Debt
Transactions will be issued at a deemed price of $0. 27 per Common Share. All securities
issued under the Shares for Debt Transactions will be subject to a four month hold period
from the date of issuance.
The proposed issuance of securities to an officer of the Company as part of the Shares for
Debt Transactions will be a “related party transaction ” within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-
101”). The Company expects that such issuance of securities to an officer will be exempt
from the formal valuation and minority shareholder approval requirements of MI 61 -101 as
the Company is listed on the TSX V and neither the expected f air 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 . A material change report will be filed
under MI 61 -101 less than 21 days before the closing date of the Shares for Debt
Transactions. The Company believes this shorter period is reasonable and necessary in the
circumstances as the Company wishes to improve its financial position by reducing its
accrued liabilities as soon as possible.
Closing of the Shares for Debt Transactions is subject to TSXV acceptance.
About Sage Potash Corp.
Sage Potash 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 [email protected].
On Behalf of the Board of Directors,
Peter Hogendoorn
CEO & Executive Chairman
+1(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 “forward -looking information” and “forward-looking statements” within
the meaning of applicable securities legislation. The forward-looking statements herein are made as
of the date of this news release only, and the Company does not assume any obligation to update or
revise them to reflect new information, estimates or opinions, future events or results or otherwise,
except as required by applicable law. Often, but not always, forward -looking statements can be
identified by the use of words such as “plans” , “expects” , “is expected” , “budgets” , “scheduled” ,
“estimates” , “forecasts” , “predicts” , “projects” , “intends” , “targets” , “aims” , “anticipates” or
“believes” or variations (including negative variations) of such words and phrases or may be identified
by statements to the effect that certain actions “may” , “could” , “should” , “would” , “might” or “will” be
taken, occur or be achieved. Forward -looking information in this news release includes, but is not
limited to, statements with respect to future events or future performance of Sage Potash and with
respect to the Shares for Debt Transactions, including regarding closing of such transactions and the
proposed issuance of securities. Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond the ability of the Company
to control or predict, that may cause the Company’s actual results, performance or achievements to
be materially different from t hose expressed or implied thereby, and are developed based on
assumptions about such risks, uncertainties and other factors set out herein, including, but not
limited to, the risk factors set out under the heading “Risk Factors and Uncertainties” in the
Company’s Management’s Discussion & Analysis available for review under the Company’s profile at
www.sedarplus.ca. Such forward -looking information represents management’s best judgement
based on information currently available. No forward -looking statement can be guaranteed and
actual future results may vary materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
For media inquiries, please contact: Marcus van der Made, Investor Relations of Sage Potash
Corp. - [email protected].