Saskatoon, Saskatchewan--(Newsfile Corp. - June 8, 2026) - Buffalo Potash Corporation (TSXV: BUFF) (OTCQB: BLPTF) (the "Company") is pleased to announce a non-brokered private placement of a minimum of C$5,000,000 in aggregate gross proceeds (the "Offering"). The Offering will consist of any combination of (i) hard dollar units (the "Hard Dollar Units"), (ii) flow-through shares (the "FT Shares"), and (iii) charity flow-through units (the "Charity FT Units" and, together with the Hard Dollar Units and FT Shares, the "Securities"), with the allocation among each to be determined by the Company in its sole discretion based on investor elections at the time of closing.
The Hard Dollar Units will be priced at C$0.45 per unit and will each consist of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). The FT Shares will be priced at C$0.52 per share and the Charity FT Units at C$0.558 per unit. Each FT Share will consist of one Share that qualifies as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act"), and each Charity FT Unit will consist of one such flow-through Share and one-half of one Warrant. Each whole Warrant will be exercisable at C$0.60 to acquire one common share of the Company for 24 months from issuance. The Company may accelerate the expiry of the Warrants on 30 days' notice if the volume-weighted average trading price of the Shares on the TSXV is at least C$0.90 for 10 consecutive trading days.
The Company will use the gross proceeds from the FT Shares and Charity FT Units to fund downhole infrastructure buildout of the Initial Production Module ("IPM") at the Disley Project located in Saskatchewan. The net proceeds from the Hard Dollar Units will be used for general working capital and corporate purposes. The initial closing of the Offering is expected to occur on or about June 30, 2026, and the Offering may close in one or more tranches. The Offering is subject to certain conditions, including the approval of the TSX Venture Exchange ("TSXV"). All securities will be subject to a statutory hold period of four months and one day.
An amount equal to the gross proceeds from the FT Shares will be used to incur, on or before December 31, 2027, eligible "Canadian exploration expenses" (as defined in the Tax Act) on the Disley Project, and such expenses will be renounced on a pro rata basis to each subscriber for FT Shares with an effective date no later than December 31, 2026. An amount equal to the gross proceeds from the Charity FT Units will be used to incur, on or before December 31, 2026, eligible "Canadian development expenses" (as defined in the Tax Act) on the Disley Project, and such expenses will be renounced on a pro rata basis to each subscriber for Charity FT Units with an effective date no later than December 31, 2026. Canadian development expenses will be renounced on a declining balance basis in accordance with the Tax Act, and will not result in a 100% upfront deduction to the purchasers of Charity FT Units.
The Company may, subject to the approval of the TSXV, pay finder's fees in connection with the Offering, which may include the payment of cash and/or the issuance of warrants. Certain insiders of the Company may participate in the Offering. The participation of any insiders may be considered 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 participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101. Further details of insider participation, if any, will be provided in a subsequent material change report to be filed by the Company. The Securities are expected to be eligible for RRSPs, RESPs, RRIFs, RDSPs, DPSPs, FHSAs and TFSAs.
About Buffalo Potash
Buffalo Potash is an emerging Saskatchewan-based potash developer pursuing a modular approach to selective solution mining through its patented Horizontal Line-Drive (HLD) technology. Buffalo is advancing the Disley Project - located alongside several of the world's most prominent producing potash solution mines - with the objective of establishing near-term, capital-efficient, lower-impact potash production in one of the world's leading potash jurisdictions.
Contact
Steve Halabura | Chief Executive Officer & Director
Email: steve@buffalopotash.ca | Phone: 1-306-220-7715
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities 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 absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S. Securities Act.
Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities legislation, including statements regarding the completion and terms of the Offering, the anticipated use of proceeds, the buildout of the IPM, and the development of the Disley Project. Forward-looking information is based on management's current expectations and assumptions and is subject to known and unknown risks and uncertainties, including the Offering not completing on the terms described or at all, the inherent uncertainty of PEA-level studies, development and permitting risks, commodity price volatility, and the availability of capital. Actual results may differ materially. The Company disclaims any obligation to update forward-looking information except as required by applicable securities laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/300636
Source: Buffalo Potash Corp.
