Sage Potash Announces Revised Purchase Agreement for Plant and Equipment

Sage Potash Corp. (TSXV: SAGE,OTC:SGPTF) (OTCQB: SGPTF) ("Sage Potash" or the "Company") announces revised terms to the Plant and Equipment Purchase with International Process Plants and Equipment Corp. ("IPP") which had a previous effective date of July 1, 2025 as disclosed in the Company's quarterly financial statement (see September 30, 2025 financial statements filed on Sedar+) and originally announced September 8, 2024 (the "June 4th Purchase Agreement").

The plant and equipment consist of refurbished and used equipment that IPP stores in the Netherlands and the United States. It consists of three evaporators that together could form a triple effect evaporator system, three crystallizers and various ancillary equipment including pumps, centrifuges and tanks. When installed in a unified manner, the equipment makes up a plant that could process brines with a design capacity of up to 300,000 tonnes per year of potash output.

TERMS

The June 4^th Purchase Agreement confirms the purchase price of € 11 million (the "Purchase Price") and includes the following core terms:

• The Company will make a current payment of € 1,280,000 (note: the Company has previously made deposits of € 838,000);
• Of the current payment, the parties will apply € 987,000 to the principal balance of the Purchase Price and € 293,000 to storage fees and interest. The balance of the Purchase Price after this current payment will therefore be € 9,173,000;
• Payment of current and future storage fees of € 11,900 per month;
• Recognition of € 555,000 in accrued but unpaid interest and payment of some or all of this amount between now and October 2026 from any cash inflows from financing activities including any proceeds of warrant or option exercises (the "Interim Paydown");
• From the Company's next financing, if conducted before April 2027, payment of € 555,000 less the Interim Paydown and allocation of 20% of the financing proceeds towards the balance of the Purchase Price; and
• The Company must pay the balance of the Purchase Price by April 30, 2027, with an outside date of July 15, 2027.

In a separate agreement that is subject to TSX-V approval, Sage Potash and IPP have agreed that up until the balance of the Purchase Price is paid, IPP will have the right to convert up to 50% of the then balance of the Purchase Price into common shares at C$0.25/share, subject to a maximum share issuance to IPP of 15% of the Company's then issued and outstanding common shares.

OVERALL STRATEGY

Management and the Board's primary objective remains the successful completion of the Company's Summer 2026 drill program at the Sage Plain Potash Project, aimed at expanding the resource footprint and increasing overall resource confidence levels. Upon completion of the program, the Company intends to engage independent consultants to prepare an updated resource estimate incorporating the newly acquired drilling data.

With an updated resource in hand, Sage Potash plans to advance into various engineering and technical studies leading toward a Pre-Feasibility Study ("PFS"), and ultimately a Feasibility Study ("FS"). Management is evaluating development scenarios significantly larger than the initial 150,000 to 300,000 tonne-per-year operation contemplated in the Company's September 2025 Preliminary Economic Assessment ("PEA").

Importantly, the September 2025 PEA already contemplated the use of the processing plant equipment that is the subject of the Company's June 4^th Purchase Agreement.

Management believes securing this equipment under the June 4^th Purchase Agreement provides Sage Potash with significant strategic optionality as the Company advances toward potential production. While certain equipment components could support a unified pilot-scale or initial production operation, they could also be integrated into a substantially larger-scale development scenario. This flexibility is expected to enhance project scalability while potentially accelerating the timeline between feasibility studies, construction, and the commencement of production.

RATIONALE OF THE PURCHASE TERMS

The equipment and plant purchase terms scale the Company's capital requirement in sync with the timing of developing a larger resource and moving the project through PFS and FS stages. Further, IPP initiated the discussion to have an avenue to become a meaningful shareholder in the Company in relation to the plant and equipment purchase. This engenders not only tremendous alignment but also shows strong belief in the Sage Plain Project and management's advancement plan. We thank IPP for their patience and diligence in working with us to revise the June 4^th Purchase Agreement for mutual benefit.

About Sage Potash Corp.

Sage Potash Corp. (TSXV: SAGE,OTC:SGPTF) (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 with respect to future events or future performance of Sage Potash, including making certain future payments, conducting updated resource calculations, engineering studies, feasibility studies, pilot production and commercial production. 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.

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