Sage Potash Closes Second and Final Tranche of Unit Offering

Vancouver, British Columbia–(Newsfile Corp. – January 28, 2026) – Sage Potash Corp. (TSXV: SAGE) (OTCQB: SGPTF) (“Sage Potash” or the “Company“) is pleased to announce that further to its news releases of December 15, 2025, and December 23, 2025, the Company has closed a second and final tranche of its previously announced unit private placement financing (the “Offering“), issuing an additional 7,595,000 units of the Company (the “Units“) at a price of $0.20 per Unit for gross proceeds of $1,519,000.

The total aggregate issuance under the Offering is 65,031,000 Units for aggregate gross proceeds of $13,006,200.

Each Unit consists of one common share in the capital of the Company (a “Common Share“) and one non-transferable Common Share purchase warrant (a “Warrant“). Each Warrant is exercisable to purchase one Common Share at a price of $0.30 for a period of three (3) years from the date of closing of the Offering.

Proceeds of the Offering will be used primarily to commence the work necessary to carry out key recommendations made by internationally recognized engineering firm, RESPEC LLC, in the Company’s recently filed Preliminary Economic Assessment (see November 6, 2025, news release), including drilling of a stratigraphic hole, drill core analysis and testing and engineering review. The proceeds will also be used for working capital and for general and administrative expense purposes.

In connection with the Offering, the Company paid applicable finders’ fees and commissions in accordance with TSX Venture Exchange policies and applicable securities laws. The aggregate fees paid under the first and second tranches of the Offering consisted of payment of $733,704 in cash fees, issuance of 90,000 Common Shares and issuance of 3,749,520 finder’s warrants. Each of these finder’s warrants entitles the holder thereof to purchase one Common Share under the same terms as the Warrants.

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.

Certain insiders of the Company acquired a total of 6,025,000 Units under the Offering (J. Patricio Varas, the Interim Chief Executive Officer of the Company, through his wholly-owned company, subscribed for an aggregate of 1,250,000 Units in the first and second tranches; Gordon Ellis, a director of the Company, subscribed for 100,000 Units in the first tranche; Matthew Lechtzier, a director of the Company, subscribed for 50,000 Units in the first tranche; and David Reid, a director of the Company, subscribed for an aggregate of 4,625,000 Units in the first and second tranches). Such participation is considered a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection Of Minority Security Holders In Special Transactions (“MI 61-101“). The Offering is exempt 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 expected fair market value of securities issued to related parties nor the consideration paid by related parties exceeds 25% of the Company’s market capitalization. The board of directors of the Company approved the Offering with the related parties abstaining from the approval of the issue of the Units to them. The Company did not ‎file a material change report 21 days prior to completion of the related party transaction, which is consistent with market practice and the Company deems reasonable in the circumstances.

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

This news release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been nor will be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act“) or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Sage Potash

Sage Potash Corp. (TSXV: SAGE) (OTCQB: SGPTF) is dedicated to the development of its flagship Sage Plain Potash Project, located in the Paradox Basin, Utah. With a large and high-grade resource base, the Company is advancing toward its goal of establishing a secure and sustainable domestic potash production platform in the United States. Sage Potash is committed to food security, environmental stewardship, and creating value for shareholders and stakeholders alike.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “predicts”, “projects”, “intends”, “targets”, “aims”, “anticipates” or “believes” or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this news release includes, but is not limited to, statements regarding the Offering and with respect to future events or future performance of Sage Potash. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of the Company to control or predict, that may cause the Company’s actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein, including, but not limited to, the risk factors set out under the heading “Risk Factors and Uncertainties” in the Company’s Management’s Discussion & Analysis available for review under the Company’s profile at www.sedarplus.ca. Such forward-looking information represents management’s best judgement based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

Not for distribution to U.S. news wire services or dissemination in the United States

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