Buffalo Potash Announces Brokered Private Placement of Subscription Receipts

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

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 FT Share will be exchanged for one flow-through common share of 137 BC (“137 BC FT Share”). In addition, each Warrant will be exchanged for one warrant of 137 BC (each, a “137 BC Warrant”) on a one-for-one basis, such that each 137 BC Warrant will be exercisable to acquire one 137 BC Common Share on the same terms and conditions (including exercise price, expiry and any acceleration provisions) as applied to the corresponding Warrant immediately prior to the effective time, subject only to customary adjustments. For greater certainty, any broker warrants issued in connection with the Financing will be treated on the same basis.

Buffalo Potash has granted the Lead Agent an over-allotment option, exercisable at any time prior to the Closing Date, to offer up to an additional 15% of the Subscription Receipts at the Offering Prices. The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) to be entered into among Buffalo Potash, the Lead Agent, and the Subscription Receipt Agent. Upon satisfaction of the escrow release conditions (the “Escrow Release Conditions”), which will be further outlined in the Subscription Receipt Agreement, each Subscription Receipt will entitle the holder thereof, without payment of any additional consideration, to one Unit or one FT Share, as applicable. If the Escrow Release Conditions are not satisfied or waived by December 31, 2025, the Subscription Receipts will be cancelled, and the Escrowed Funds, together with any interest earned thereon, will be returned by the Subscription Receipt Agent to subscribers on a pro rata basis.

Buffalo Potash will pay the Lead Agent a cash commission equal to 8.0% of the gross proceeds of the Financing (the “Cash Commission”), and issue broker warrants (the “Broker Warrants”) exercisable to acquire that number of Buffalo Potash Units equal to 8.0% of the number of Subscription Receipts sold under the Financing. Such Broker Warrants shall be exercisable at a price of $0.25 per Buffalo Potash Unit, for a period of 36 months from the Closing Date. Buffalo will pay to the Lead Agent the Cash Commission, with 50% of such Cash Commission payable on the Closing Date, and the remaining 50% payable on the release date upon the Escrow Release Conditions being satisfied (the “Release Date”), and issue the Broker Warrants to the Lead Agent. Buffalo Potash will also reimburse the Lead Agent for all reasonable expenses and fees incurred with respect to the Financing.

The Subscription Receipts will be subject to resale restrictions under applicable securities legislation. The Subscription Receipts will not be transferable under the laws of Canada, except pursuant to applicable statutory exemptions, until the date that is four months and a day after the date Buffalo becomes a reporting issuer in any province or territory of Canada. The 137 BC Common Shares and the 137 BC FT Shares issuable upon the exchange of the Common Shares and the FT Shares that are issued upon conversion of the Subscription Receipts will be freely tradeable for Canadian holders pursuant to applicable Canadian securities laws. The net proceeds of the Financing will primarily be used to fund drilling operations and completion of a preliminary economic assessment.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any “U.S. Person” (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the U.S. Securities Act and applicable securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.

ABOUT BUFFALO POTASH CORP.

Buffalo Potash Corp. 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.

ABOUT 1377319 B.C. LTD.

137 BC is a non-listed reporting issuer incorporated in British Columbia. Its principal business is to evaluate and pursue business opportunities with the objective of creating a publicly listed, growth-oriented enterprise.

FOR FURTHER INFORMATION, PLEASE CONTACT:

1377319 B.C. Ltd

Cameron MacDonald | Chief Executive Officer
Email: cmacdonald@aurwestresources.com | Phone: 1-403-585-9875

Buffalo Potash Corp.

Steve Halabura | Chief Executive Officer
Email: steveh@conceptforge.ca | Phone: 1-306-220-7715

Cautionary Statement on Forward-Looking Information

This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or performance and reflects management’s current expectations or beliefs regarding future events, including but not limited to statements concerning: the completion of the Transaction and the structure and terms thereof; the anticipated listing of the Resulting Issuer on the TSXV; the terms, timing, and completion of the Financing; the anticipated use of proceeds from the Financing; and the satisfaction of the Escrow Release Conditions.

Forward-looking information is based on a number of assumptions that management believes to be reasonable at the time such statements are made, including assumptions regarding: the ability to obtain all necessary shareholder, regulatory, and TSXV approvals; the availability of financing on acceptable terms; and general business, economic, and capital market conditions.

Forward-looking information involves known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the risk that the Transaction will not be completed on the terms described herein or at all; the risk that the Financing will not be completed, will not raise sufficient proceeds, or will not be completed on terms favorable to the Company; the risk that required shareholder, TSXV, or regulatory approvals will not be obtained in a timely manner or at all.

Readers are cautioned that the foregoing list is not exhaustive. Additional information regarding risk factors that may affect the Company can be found in the filing statement to be prepared in respect of the Transaction, which is expected to be filed on 137 BC’s SEDAR+ profile at www.sedarplus.ca.

Forward-looking information is provided for the purpose of assisting investors in understanding management’s expectations and plans and may not be appropriate for other purposes. Forward-looking information speaks only as of the date of this news release, and neither Buffalo nor 137 BC undertakes any obligation to update or revise any forward-looking information, except as required by applicable securities laws.

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