Buffalo Potash Announces C$5 Million Non-Brokered Private Placement to Advance Disley Project

SASKATOON, Saskatchewan – Buffalo Potash Corporation has announced plans to raise a minimum of C$5 million through a non-brokered private placement financing. The company intends to use the funds to support the continued development of its flagship Disley Potash Project in Saskatchewan, Canada, while also strengthening its working capital position and advancing corporate growth initiatives.

Major Financing Initiative to Support Project Development

Buffalo Potash, a Saskatchewan-based potash development company listed on the TSX Venture Exchange under the symbol BUFF, revealed that the financing offering will consist of a combination of hard dollar units, flow-through shares, and charity flow-through units. The final allocation of each security type will be determined based on investor demand and the company's financing strategy at closing.

The company stated that the private placement is expected to generate a minimum of C$5 million in gross proceeds, providing critical funding for infrastructure development and exploration activities at its Disley Project.

Details of the Offering Structure

Hard Dollar Units

The hard dollar units will be offered at a price of C$0.45 per unit. Each unit will include:

• One common share of Buffalo Potash
• One-half of one common share purchase warrant

Each whole warrant will entitle the holder to purchase an additional common share at an exercise price of C$0.60 per share for a period of 24 months following issuance.

Flow-Through Shares

The flow-through shares will be priced at C$0.52 per share. These securities are designed to provide investors with potential tax benefits under Canadian tax legislation while supporting eligible exploration expenditures.

Charity Flow-Through Units

The charity flow-through units will be offered at C$0.558 per unit. Each unit will consist of:

• One flow-through common share
• One-half of one common share purchase warrant

This structure combines tax-efficient investment opportunities with warrant participation, making the offering attractive to certain categories of investors.

Warrant Acceleration Provision Included

Buffalo Potash has also included an acceleration clause for the warrants issued under the financing.

If the company’s common shares achieve a volume-weighted average trading price of at least C$0.90 on the TSX Venture Exchange for ten consecutive trading days, Buffalo Potash will have the right to accelerate the expiry date of the warrants by providing holders with 30 days’ notice.

This provision is commonly used by public companies to encourage warrant exercise when share prices perform strongly.

Funding to Support Initial Production Module Infrastructure

A significant portion of the proceeds raised through the flow-through and charity flow-through components of the financing will be directed toward the development of downhole infrastructure for the company's Initial Production Module (IPM) at the Disley Project.

The Disley Project is located in Saskatchewan, one of the world's most important potash-producing regions. The project sits near several established potash operations, providing Buffalo Potash with access to a highly favorable mining jurisdiction and existing industry infrastructure.

The company believes that the project has the potential to become a capital-efficient and environmentally responsible source of potash production in the future.

Use of Proceeds

According to Buffalo Potash, the proceeds from the financing will be allocated as follows:

• Flow-Through Share Proceeds: Funding eligible Canadian exploration expenses related to the Disley Project.
• Charity Flow-Through Unit Proceeds: Funding eligible Canadian development expenses and infrastructure expansion.
• Hard Dollar Unit Proceeds: General working capital and corporate purposes.

The company plans to deploy these funds over the next several years as it advances engineering, development, and infrastructure activities associated with the project.

Expected Closing Timeline

Buffalo Potash expects the initial closing of the private placement to occur on or around June 30, 2026. The offering may be completed in multiple tranches depending on investor participation and market conditions.

Completion of the financing remains subject to customary regulatory approvals, including approval from the TSX Venture Exchange.

All securities issued under the offering will be subject to a statutory hold period of four months and one day in accordance with Canadian securities regulations.

Potential Insider Participation

The company noted that certain insiders may participate in the financing. Such participation could qualify as a related-party transaction under Canadian securities regulations.

However, Buffalo Potash expects any insider involvement to qualify for exemptions from formal valuation and minority shareholder approval requirements due to the nature and size of the participation.

Additional information regarding insider involvement, if applicable, is expected to be disclosed in future regulatory filings.

Focus on Sustainable Potash Production

Buffalo Potash is developing a unique approach to potash extraction through its patented Horizontal Line-Drive (HLD) technology.

The company believes this innovative solution-mining method can reduce capital requirements while minimizing environmental impacts compared with conventional mining approaches.

Key advantages highlighted by the company include:

• Lower capital intensity
• Reduced environmental footprint
• Smaller surface disturbance
• Improved water efficiency
• Lower greenhouse gas emissions

Through its modular development strategy, Buffalo Potash aims to establish scalable potash production that can be expanded as market demand grows.

Strategic Importance of the Disley Project

The Disley Project represents the cornerstone of Buffalo Potash’s long-term growth strategy. Saskatchewan is home to some of the world's largest potash reserves and remains a critical supplier to global agricultural markets.

Potash is a key nutrient used in fertilizer production and plays an essential role in supporting global food security. As demand for agricultural products continues to rise, many industry analysts expect long-term demand for potash to remain strong.

By advancing the Disley Project, Buffalo Potash hopes to position itself as a future producer capable of supplying fertilizer markets both domestically and internationally.

Looking Ahead

The newly announced financing represents an important milestone for Buffalo Potash as it moves from exploration and evaluation toward project development and potential future production.

Management believes that securing additional capital will allow the company to continue advancing infrastructure construction, exploration activities, and technical studies while maintaining financial flexibility.

With growing investor interest in critical agricultural resources and sustainable mining technologies, Buffalo Potash's latest financing initiative underscores its commitment to building a modern potash production platform in Saskatchewan.

Disclaimer: The offering remains subject to regulatory approvals and market conditions. Actual results and future developments may differ from current expectations due to various risks and uncertainties associated with project development, financing, commodity markets, and regulatory processes.

Source information based on Buffalo Potash Corporation's corporate announcement regarding its non-brokered private placement financing program.

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