Saskatoon, Saskatchewan--(Newsfile Corp. - June 29, 2026) - Buffalo Potash Corporation (TSXV: BUFF) (OTCQB: BLPTF) (the "Company") is pleased to announce that, further to its news releases dated June 8, 2026, June 9, 2026, June 22, 2026 and June 24, 2026, it has closed the second and final tranche (the "Second Tranche") of its oversubscribed and upsized non-brokered private placement (the "Offering"), thereby completing the Offering. As previously announced, in response to strong investor demand, the Company exercised in full the option to increase the size of the Offering by up to 10% (the "Upsize Option") described in its news release dated June 22, 2026, increasing the maximum size of the Offering to C$14,850,000. Together with the first tranche of the Offering that closed on June 24, 2026 (the "First Tranche"), the Company has now raised aggregate gross proceeds of C$14,850,001.96 under the Offering through the issuance of an aggregate of 28,006,504 securities.
Under the Second Tranche, the Company issued 1,500,000 Charity Flow-Through Units ("Charity FT Units") at a price of C$0.558 per Charity FT Unit for gross proceeds of C$837,000.00. The closing of the Second Tranche completes the Offering. Across both the First Tranche and the Second Tranche, the Company issued an aggregate of 4,739,375 hard dollar units (the "Hard Dollar Units"), 6,994,073 common shares of the Company (a "Share") on a "flow-through" basis (the "FT Shares"), and 16,273,056 Charity FT Units for total aggregate gross proceeds of C$14,850,001.96.
Mr. Steve Halabura P.Geo., Chief Executive Officer of the Company, commented: "The conventional approach to building new potash supply - enormous upfront capital, decade-long timelines, and the budget escalations that have come to define large greenfield development - is reaching its limits, and the industry knows it. We believe that creates an opening for a smarter model, and we believe Buffalo Potash is positioned to deliver it. With this oversubscribed financing now fully closed, we have the financial strength to turn our focus to operational execution and excellence as we advance toward becoming the next major supplier of global potash. Our goal is to reshape the future of global supply with a mining methodology that draws on techniques used every day in the oil and gas sector to deliver production that is more sustainable, more capital-efficient, and more scalable than what the industry is used to. This begins with our capital-efficient Initial Production Module, which we are targeting to bring online in early 2027."
As previously announced, the Hard Dollar Units are priced at C$0.45 per unit and each consists of one Share and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). The FT Shares are priced at C$0.52 per share and the Charity FT Units at C$0.558 per unit. Each FT Share consists 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 consists of one such flow-through Share and one-half of one Warrant. Each whole Warrant is 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 further advance geological potential and fund the 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 Company has received conditional approval from the TSX Venture Exchange for the Offering. 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.
In connection with the Second Tranche, the Company paid aggregate cash finder's fees of C$40,500.00 and issued 90,000 non-transferable finder's warrants, on the same terms as the Warrants, to eligible finders in accordance with applicable securities laws and the policies of the TSXV.
No insiders of the Company participated in the Second Tranche. The closing of the Second Tranche did not result in the creation of any new insiders or control persons of the Company.
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 and the timing of closing of the Second Tranche, the anticipated use of proceeds, the buildout of the IPM, the renunciation of Canadian exploration expenses and Canadian development expenses, the receipt of final TSXV approval, 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 Second Tranche not completing on the terms described or at all, the failure to obtain final TSXV approval, 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
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Source: Buffalo Potash Corp.
