Buffalo Potash Corp. Closes $7.78 Million Equity Private Placement

Led by

Geoff Clarke

Partner

Toronto

Along with DLA Piper (Canada) LLP, Miller Thomson LLP acted as counsel to Ventum Financial Corp. in its role as lead agent and sole bookrunner in connection with a best-efforts private placement of subscription receipts by Buffalo Potash Corp. for gross proceeds of over $7,781,000. Specifically, Buffalo Potash issued an aggregate of 28,403,417 subscription receipts, comprised of (i) 14,799,671 non-flow-through subscription receipts at a price of $0.25 per receipt, and (ii) 13,603,746 flow-through subscription receipts at a price of $0.30 per receipt for aggregate gross proceeds of $7,781,041.55, which included a partial exercise of the agent’s option.  The closing of the offering was announced on December 22, 2025.

In connection with the offering, 102221486 Saskatchewan Ltd., a wholly-owned subsidiary of 1377319 B.C. Ltd., was expected to amalgamate with Buffalo Potash Corp. to form an amalgamated company (‘Amalco‘). Amalco would become a wholly-owned subsidiary of 1377319 B.C. Ltd. Upon closing of the amalgamation, the resulting issuer was expected to change its name to Buffalo Potash Corporation and would apply to list as a Tier 2 Mining Issuer on the TSX Venture Exchange, subject to the exchange’s approval. The completion of the amalgamation was announced on December 29, 2025 and Buffalo Potash Corporation (formerly, 1377319 B.C. Ltd.) (TSXV:BUFF) began trading on the TSX Venture Exchange on January 6, 2026.  The subscription receipts from the earlier offering were converted into equity units (common shares and warrants) and flow-through common shares of Buffalo Potash Corporation.

Miller Thomson provided advice to the lead agent, Ventum Financial Corp., with a team comprised of Geoff Clarke (Securities & Capital Markets).