Sage Potash Corp. (TSX-V: SAGE) (OTC: SGPTF) is pleased to announce that it has closed its non-brokered private placement of common shares of the Company previously announced on January 10, 2025.

Under the Offering, 12,496,940 common shares of the Company were issued at a price of C$0.20 each for aggregate gross proceeds of C$2,499,388.

The proceeds of the Offering will be used for general working capital purposes.

In connection with the Offering, the Company paid an arm’s length finder a cash fee of $9,440 and issued 47,200 finder’s warrants to such finder. Each Finder’s Warrant is exercisable for one common share of the Company at an exercise price of C$0.20 for a period of 24 months from the date of issuance.

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. The TSX Venture Exchange has ‎conditionally ‎approved the Offering, subject to customary final filings.

One insider of the Company participated in the Offering. The issuance of securities to such insider is a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is relying on exemptions 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 fair market value of securities issued to related parties nor the consideration being paid by related parties exceeds 25% of the Company’s market capitalization.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 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 (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About Sage Potash Corp.

Sage is a potash development company vested solely in the Sage Plain Property within the Paradox Basin situated in Utah and is dedicated to advancing the domestic supply of potash for American food security through sustainable solution mining techniques.