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 and June 22, 2026, it has closed the first tranche of its oversubscribed and upsized non-brokered private placement (the “Offering“). In response to strong investor demand, the Company has 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.
Under the first tranche, the Company issued: (i) 4,739,375 Hard Dollar Units (“HD Units“) at a price of C$0.45 per HD Unit for gross proceeds of C$2,132,718.75; (ii) 6,994,073 Shares of the Company issued on a “flow-through” basis (”FT Shares”) at a price of C$0.52 per FT Share for gross proceeds of C$3,636,917.96; and (iii) 14,773,056 Charity Flow-Through Units (“Charity FT Units”) at a price of C$0.558 per Charity FT Unit for gross proceeds of C$8,243,365.25, for total aggregate gross proceeds of C$14,013,001.96 (collectively, the “First Tranche“). The Company anticipates closing the balance of the Offering in a second and final tranche (the “Second Tranche”) on or before June 30, 2026.
Mr. Steve Halabura P.Geo., Chief Executive Officer of the Company, commented: “The strong demand for this financing, and the enthusiasm from both new and existing investors, is a clear endorsement of our strategy and the quality of the Disley Project. With a strengthened balance sheet, we are well positioned to advance toward first production through our capital-efficient Initial Production Module – a defining step toward developing a generational asset in the world’s premier jurisdiction for potash production.”
Mr. Halabura continued: “With a clear line of sight on the milestones ahead, our team is focused on disciplined execution and on proving out our modular development strategy, which we see as the next evolution of global potash production. At a time when securing long-term fertilizer supply has become a global priority, we believe the future of food security starts now – and Buffalo Potash intends to be part of it.”
As previously announced, the Hard Dollar Units are priced at C$0.45 per unit and each consists 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 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 First Tranche, the Company paid aggregate cash finder’s fees of C$474,682.18 and issued 1,009,522 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.
The First Tranche included subscriptions from certain executive officers of the Company, whereby they acquired, directly or indirectly, 60,000 HD Units and 96,084 FT Shares, for aggregate gross proceeds from insiders in the amount of C$76,963.68. Participation in the Offering by insiders of the Company constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The issuance of securities to such insiders is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the consideration of the securities issued to insiders does not exceed 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days prior to the closing of the First Tranche, as the participation of the insiders had not been confirmed at that time. The closing of the First 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.
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