SASKATOON, Saskatchewan, Dec. 12, 2025 (GLOBE NEWSWIRE) -- Buffalo Potash Corp. ("Buffalo Potash" or the "Company") and 1377319 B.C. Ltd. ("137 BC") are pleased to jointly announce that further to 137 BC's press release dated October 1, 2025 announcing the entering into a business combination agreement with Buffalo Potash by way of a three-cornered amalgamation (the "Transaction"), Buffalo will undertake a "best efforts" brokered private placement (the "Financing") of Subscription Receipts (as defined below).
In connection with the Transaction, 102221486 Saskatchewan Ltd., a wholly-owned subsidiary of 137 BC, will amalgamate with the Company to form an amalgamated company ("Amalco"). Amalco will become a wholly-owned subsidiary of 137 BC. Upon closing of the Transaction, the resulting issuer is expected to change its name to Buffalo Potash Corporation (the "Resulting Issuer") and apply to list as a Tier 2 Mining Issuer on the TSX Venture Exchange ("TSXV"), subject to TSXV approval.
Buffalo Potash has engaged Ventum Financial Corp. (the "Lead Agent") to act as lead agent and sole bookrunner in connection with the Financing of the Company for gross proceeds of up to $7,500,000, which will be held in escrow by Olympia Trust Company (the "Subscription Receipt Agent") net of the expenses of the Lead Agent and 50% of the Cash Commission (as defined below) (the "Escrowed Funds").
The Subscription Receipts will be comprised of (i) non-flow-through subscription receipts (the "NFT Subscription Receipts") at a price of $0.25 per NFT Subscription Receipt, and (ii) flow-through subscription receipts of the Company (the "FT Subscription Receipts" and together with the NFT Subscription Receipts, the "Subscription Receipts") at a price of $0.30 per FT Subscription Receipt (and together with the price of the NFT Subscription Receipts, the "Offering Prices").
Each NFT Subscription Receipt will entitle the holder to receive at the Release Date (as defined herein), without payment of additional consideration and without further action, one unit of the Company (a "Unit"). Each Unit shall consist of one common share in the capital of the Company (a "Common Share") and one common share purchase warrant of the Company (a "Warrant"). Each Warrant will be exercisable to purchase one Common Share at an exercise price of $0.40 for a period of 36 months from the closing date of the Financing, on or about December 17, 2025, or such other date as the Company and the Lead Agent may agree (the "Closing Date").
Each FT Subscription Receipt will entitle the holder to receive at the Release Date, without payment of additional consideration and without further action, one Common Share that will qualify as a "flow-through share" (the "FT Share") as defined in subsection 66(15) of the Income Tax Act (Canada).
In connection with the Transaction and the Financing, each Common Share will be exchanged for one 137 BC common share ("137 BC Common Share"), and each ...
