Buffalo Potash Corporation Announces Completion of Reverse Takeover

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Vancouver, British Columbia–(Newsfile Corp. – December 29, 2025) – Buffalo Potash Corporation (formerly 1377319 B.C. Ltd.) (“Buffalo Potash” or the “Company“) is pleased to announce that it has completed its previously announced business combination (the “Transaction“) with the private company named Buffalo Potash Corp. (“Buffalo SK“); a private Saskatchewan incorporated potash developer pursuing a modular approach to solution mining through its patented Horizontal Line-Drive (HLD) technology. Buffalo SK’s flagship asset is the Disley Project, located in Saskatchewan’s Elk Point Basin.

In connection with the Transaction, the Company prepared and filed a filing statement dated December 23, 2025 (the “Filing Statement“). The Filing Statement was prepared in accordance with the TSXV Policy 5.2 – Changes of Business and Reverse Takeovers and filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

The Transaction was effected pursuant to the terms of a merger agreement dated October 1, 2025, as amended (collectively, the “Merger Agreement“) between the Company, Buffalo SK and 102221486 Saskatchewan Ltd. (“AcquisitionCo“), pursuant to which, AcquisitionCo and Buffalo SK amalgamated (the “Amalgamation“) to form a new amalgamated entity which will continue as a wholly-owned subsidiary of the Company, in connection with which:

  1. holders of common shares of Buffalo SK (“Buffalo SK Shares“) received 75,966,420 common shares of the Company (“Common Shares“) at a deemed price per share of $0.25, representing one Common Share for each Buffalo SK Share held;

  2. 3,407,586 incentive stock options of Buffalo SK (“Buffalo SK Options“) were exchanged for 3,407,586 incentive stock options of the Company (“Options“), on substantially the same terms as the Buffalo SK Options being replaced, with the Buffalo SK Options held by holders of Buffalo Options that are not eligible participants under the equity incentive plan adopted by the Company on closing of the Transaction (the “Equity Incentive Plan“), having the expiry date of such Options issued in replacement adjusted to the earlier of: (a) the existing expiry date, or (b) the 12 month anniversary of the effective date of the closing of the Transaction (the “Closing Date“);

  3. 14,799,671 common share purchase warrants of Buffalo SK (the “NFT SR Warrants“) has been exchanged for 14,799,671 common share purchase warrants of the Company (the “Warrants“) on substantially the same terms as the NFT SR Warrants being replaced; and

  4. 1,610,426 common share purchase warrants of Buffalo SK (the “SR Broker Warrants“) issued to brokers in connection with the subscription receipt financing of Buffalo SK that closed on December 22, 2025 (the “SR Financing“) was exchanged for 1,610,426 common share purchase warrants of the Company (“Broker Warrants“), on substantially the same terms as the SR Broker Warrants being replaced.

For additional information regarding the securities issued in connection with the Transaction, please see the Filing Statement.

Concurrent Financing

In connection with the Transaction, Buffalo SK completed a brokered private placement of subscription receipts, with Ventum Financial Corp. as lead agent and sole bookrunner, on December 22, 2025. For additional information regarding the SR Financing, please see the Company’s news releases dated December 12, 2025, and December 22, 2025.

Name Change and Final Approval

In connection with the Transaction, the Company changed its name to “Buffalo Potash Corporation” effective as of December 24, 2025. The Company has applied to list the Common Shares (the “Listing“) on the TSX Venture Exchange (the “TSXV“) and received conditional acceptance from the TSXV for the Listing on December 22, 2025. Listing remains subject to the final approval of the TSXV.

New Board and Management

Upon the completion of the Transaction, each of the existing directors and officers of the Company resigned and the following individuals were appointed in their place:

  • Stephen Halabura (Chief Executive Officer, Corporate Secretary and director);
  • Quinton Hardage (Chief Operating Officer and President);
  • Akash Patel (Chief Financial Officer);
  • Dean Potter (director);
  • Morgan Tincher (director); and
  • Peter J. Jackson (director).

Biographies for each of the individuals noted above can be found in the Filing Statement.

Escrow

In connection with the issuance of the final TSXV bulletin, the Company entered into an Form 5D Escrow Agreement (the “Escrow Agreement“) with Olympia Trust Company, as escrow agent, and certain Principals (as defined under TSXV Policy 1.1 – Interpretation) of the Company as required by the policies of the TSXV, pursuant to which an aggregate of 10,721,721 Common Shares, 478,008 performance warrants and 1,852,170 stock options were deposited into escrow (collectively, the “Securities“). Under the terms of the Escrow Agreement, 10% of such Securities are to be released upon the TSXV’s issuance of its final bulletin in respect of the Transaction (the “Final Bulletin“), with subsequent 15% releases occurring 6, 12, 18, 24, 30 and 36 from the date of the Final Bulletin.

Additional Information

For more information on the Transaction, please see the Company’s news release dated October 1, 2025, as well as the Filing Statement, each filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

About Buffalo Potash

Buffalo Potash is a Saskatchewan-based potash developer pursuing a modular approach to solution mining through its patented Horizontal Line-Drive (HLD) technology. Buffalo is advancing the Disley Project and related assets with the objective of establishing capital-efficient, lower-impact potash production in Canada’s leading potash jurisdiction.

For more information, please visit https://www.buffalopotash.ca/.

Cautionary Note Regarding Forward-Looking Information

This press release contains statements that constitute “forward-looking information” (collectively, “forward- looking information“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance (often but not always using phrases such as “expects”, “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budgets”, “schedules”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events, or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.

In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that final approvals for the Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward- looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors may cause actual results and future events to differ materially from those expressed or implied by such forward- looking information. Such factors include but are not limited to: delay or failure to receive regulatory approvals; and general business, economic, competitive, political, and social uncertainties. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information, or otherwise.

For further information, please contact:

Buffalo Potash Corporation

Steve Halabura | Chief Executive Officer

Email: steveh@conceptforge.ca | Phone: 1-306-220-7715

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.

Not for distribution to United States newswire services or for dissemination in the United States.

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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279181

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