Sage Potash Closes Second and Final Tranche of Unit Offering
Sage Potash Closes Second and Final Tranche
of Unit Offering
Vancouver, British Columbia--(Newsfile Corp. - January 28, 2026) - Sage Potash Corp. (TSXV: SAGE)
(OTCQB: SGPTF) ("
Sage Potash
" or the "
Company
") is pleased to announce that further to its news
releases of December 15, 2025, and December 23, 2025, the Company has closed a second and final
tranche of its previously announced unit private placement financing (the "
Offering
"), issuing an
additional 7,595,000 units of the Company (the "
Units
") at a price of $0.20 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 (a "
Common Share
") and one
non-transferable Common Share purchase warrant (a "
Warrant
"). Each Warrant is exercisable to
purchase one Common Share at a price of $0.30 for a period of three (3) 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 November 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 payment of $733,704 in cash fees,
issuance of 90,000 Common Shares and issuance of 3,749,520 finder's warrants. Each of these finder's
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 1,250,000 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
("
MI 61-101
"). 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% 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.
This news release does not constitute an offer of sale of any of the foregoing securities in the United
States. None of the foregoing securities have been nor will be registered under the
U.S. Securities Act
of 1933
, as amended (the "
1933 Act
") or any applicable state securities laws and may not be offered or
sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the 1933 Act) or persons in the United States absent registration or an applicable exemption from
such registration requirements. This news release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Sage Potash
Sage Potash Corp. (TSXV: SAGE) (OTCQB: SGPTF) 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.
On Behalf of the Board of Directors,
J. Patricio Varas
Interim CEO
+1 (236) 521-1521
Website:
www.sagepotash.com
For media inquiries, please contact: Marcus van der Made, Investor Relations –
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 regarding the Offering and with respect to future events or future performance of
Sage Potash. 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
those 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.
Not for distribution to U.S. news wire services or dissemination in the United States
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/281968