Western Resources Corp. Accepts Conversion of Shares Held by Vantage Chance Limited

Western Resources Corp. (the "Company") (TSX: WRX) is pleased to announce that it has accepted the Conversion Notice (as defined in the Subscription Agreement dated February 16, 2022, which was amended and restated on May 20, 2022 and further amended and restated on July 29, 2022) issued by Vantage Chance Limited ("Vantage"). Pursuant to the Subscription Agreement, Vantage completed its $80 million investment (the "Investment") in Western Potash Holdings Corp. ("WPHC"), a subsidiary of the Company, whereby it acquired an aggregate of 157,325,071 common shares in WPHC ("WPHC Shares"), representing approximately 54% of the outstanding shares of WPHC. WPHC currently 100% owns Western Potash Corp. ("Western") and its Milestone Potash Project (the "Project") located in the southeast of Regina, Saskatchewan.

Upon completion of the Investment on September 8, 2022, the Subscription Agreement granted each of Vantage and the Company the right to exercise an option (the "Conversion Option"), subject to acceptance by the Company (where the Option is exercised by Vantage) or by Vantage (where the Option is exercised by the Company), as applicable, and the fulfillment of certain other conditions (including approval by the Toronto Stock Exchange and approval by the shareholders of WRX), to exchange all of the WPHC Shares held by Vantage into WRX Shares. The Option is exercisable by WRX or Vantage within 180 days of the closing of the Investment.

Vantage is at arm's length with the Company. Vantage owned no WRX Shares prior to the conversion and upon exercise of the Conversion Option and the satisfaction of conditions for completing the Option exercise, Vantage will obtain ownership and control over 219,726,258 WRX Shares, representing 116.4% of the total issued and outstanding WRX Shares on a pre-transaction, non-diluted basis. The issue price is approximately $0.3641 per WRX Share, a 55.93% premium to the market price as of September 8, 2022, which was $0.2335.

The exercise of Conversion Option will make Vantage a new control person and materially affect control of the Company. WRX Shares owned by Vantage will represent 53.79% of the issued and outstanding WRX Shares calculated on a post-transaction, non-diluted basis. Tairui Mining Inc. ("Tairui"), which owns105,854,938 WRX Shares, representing approximately 56.08% of the issued and outstanding WRX Shares pre-conversion, will be diluted to approximately 25.91% post-conversion.

The conversion and issuance of WRX Shares to Vantage requires TSX approval pursuant to Section 602(a) of the TSX Company Manual.

Pursuant to Section 611(c) of the TSX Company Manual, security holder approval will be required in those instances where the number of securities issued or issuable in payment of the purchase price for an acquisition (including securities, in this case, the WPHC Shares) exceeds 25% of the number of securities of the listed issuer which are outstanding, on a non-diluted basis. In addition, pursuant to Section 604(a)(i), TSX will generally require security holder approval as a condition of acceptance of a notice under Section 602 if the transaction materially affects control of the listed issuer.

The Company is relying on an exemption from holding a meeting of shareholders as its majority shareholder Tairui will provide a written consent, pursuant to Section 604(d) of the TSX Company Manual. Tairui is familiar with the terms of the Subscription Agreement and the Conversion Option and is in favour of it.

Western Resources Corp. Chairman and CEO, Mr. Bill Xue said, "First of all, I would like to express my sincere thanks to Vantage for its confidence in the Project and the future of the Company. I think the most important value of the exercise of the Conversion Option is to allow Western Resources Corp. to regain its 100% ownership of Western and the Project from its current 46% shareholding, which, I believe, is what all shareholders are expecting. With the entirety of Vantage's $80 million equity funding pouring into Western along with the conversion, the Project will have a more solid financial assurance. As this Project has attracted some of the best solution mining experts in the world working on one of the most environmental-friendly potash mines in the world, I have strong confidence that our team will be able to deliver a successful project on time and on budget. The success of the Project serves the best interest of all shareholders of the Company."

ON BEHALF OF THE BOARD OF DIRECTORS

Bill Xue
Chairman and CEO

Cautions Regarding Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by words such as "anticipate", "continue", "estimate", "expect", "expected", "intend", "may", "will", "project", "plan", "should", "believe" and similar expressions (including negative variations), or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is set out herein, except in accordance with applicable securities laws.

For more information on the contents of this release please contact Simon Guo, Corporate Secretary, at 306-924-9378.



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Lions Bay Capital to Become Major Shareholder in Parkway Minerals and Davenport Resources

Lions Bay Capital Inc. (TSXV:LBI) (“Lions Bay” or the “Company”) is pleased to advise that Parkway Minerals NL (“Parkway Minerals”), an Australian Stock Exchange (ASX) listed fertiliser minerals company, has signed binding term sheets to acquire 97.79% of the outstanding shares in Consolidated Potash Corporation (CPC), (the “Transaction”), including 100% of the shares held by Lions Bay.

Lions Bay is currently the largest shareholder of CPC (owns 48% of the issued capital) and has also provided working capital by way of loan funds of approximately C$550,000 to CPC. Following the satisfaction of all the conditions precedent (including Parkway Minerals shareholder approval) outlined in the term sheet, at completion of the Transaction, Lions Bay will receive approximately:

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Sage Potash Announces Non-Brokered Private Placement of 13,500,000 shares

Sage Potash Announces Non-Brokered Private Placement of 13,500,000 shares

Sage Potash Corp. , (TSXV: SAGE) (OTC: SGPTF) ("Sage" or the "Company") will be undertaking a non-brokered private placement of 13,500,000 common shares at $0.135 each, for gross proceeds of up to $1,822,500 .

(CNW Group/Sage Potash Corp.)

The gross proceeds will be used for the advancement of its mineral properties and for general administration expenses. All securities issued under the private placement will be subject to a four-month hold.

Peter Hogendoorn , CEO, of Sage commented: "The Company is pleased to announce this substantial private placement. Upon completion, we will be fully focused on advancing the drilling and pilot production phase throughout the balance of this year. We are grateful for the ongoing support of our shareholders during these challenging markets and look forward to delivering significant value on their investments."

About Sage Potash Corp.

Sage Potash is a Canadian company vested solely in the Sage Plain Property and intends through sustainable solution mining techniques to become a prominent domestic potash producer within the Paradox Basin situated in Utah . For further information, please refer to the Company's disclosure record on SEDAR ( www.sedar.com ) or contact the Company by email at info@sagepotash.com .

Website: www.sagepotash.com

On Behalf of the Board of Directors,

Peter Hogendoorn
CEO & Executive Chairman

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. This news release may contain "forward-looking statements", which are statements about the future based on current expectations or beliefs. For this purpose, statements of historical fact may be deemed to be forward-looking statements. Forward–looking statements by their nature involve risks and uncertainties, and there can be no assurance that such statements will prove to be accurate or true. Investors should not place undue reliance on forward-looking statements. The Company does not undertake any obligation to update forward-looking statements except as required by law.

SOURCE Sage Potash Corp.

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How to Invest in Potash (Updated 2024)

The world's population is increasing rapidly and is expected to reach over 9.7 billion by 2050.

This situation is creating positive fundamentals for the agricultural sector, including the potash market. A larger population means much higher amounts of food will be needed; however, with more people will come further urbanization and less farmland with which to work, meaning farmers will have no choice but to increase crop yields.

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Western Resources Reports AGM Results

Western Resources Corp. (TSX: WRX) ("Western" or "the Company") is pleased to announce that its shareholders approved all items put before them at the Company's Annual General Shareholder Meeting ("AGM") held today, March 15 th 2024. A total of 96,648,405 common shares, representing 23.64% of the issued and outstanding common shares of the Company as at the record date, were present in person or by proxy at the meeting. The approved items are:

  1. Fixed the number of directors of the Company at seven (7), and the election of Bill Xue, George Gao, Mark Fracchia, Justin Xing, Andrew Hancharyk, Scott Nagel and Raymond Lu to the Board. Voting details for the composition of the board and each board member are as below:
Resolution For Withheld/Abstain/Against Percentage
Number of Directors (7) 96,456,565 191,266 99.80%
Bill Xue 96,307,424 340,407 99.65%
George Gao 96,303,804 344,027 99.64%
Mark Fracchia 96,313,244 334,587 99.65%
Justin Xing 96,308,414 339,417 99.65%
Andrew Hancharyk 96,449,058 198,773 99.79%
Scott Nagel 96,450,108 197,723 99.80%
Raymond Lu 96,447,478 200,353 99.79%
  1. The appointment of MNP LLP as auditors of the Company at a remuneration to be fixed by the directors, with 96,464,071 shares voted "For", representing 99.81% of the outstanding common shares of the Company and 183,760 shares voted "Withheld".
  2. Approved the Company's rolling Incentive Stock Option Plan, with 96,244,234 shares voted "For", representing 99.58% of the outstanding common shares of the Company and 403,597 shares voted "Against".

In the follow-up Board meeting after the AGM, Board Directors elected Bill Xue as Chairman of the Company and appointed Justin Xing as Chair of the Executive Committee, Mark Fracchia as Chair of the Nominating and Assessment Committee, Raymond Lu as Chair of the Audit Committee, Scott Nagel as Chair of the Compensation Committee and Andrew Hancharyk as Chair of the Corporate Disclosure Policy Committee. Shuai Wei and Xiao Xing were appointed as Board Observers, and Jack Xue as Corporate Secretary.

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Agriculture Market Forecast: Top Trends That Will Affect Potash and Phosphate in 2024

Prices for diammonium phosphate (DAP) and potash slid through the first half of 2023, but as the second half of the year wore on, prices diverged, with DAP gaining strength and potash continuing to trend lower.

The differential was largely due to record high pricing in 2022 that saw farmers reduce their use of DAP and potash products in favor of experimenting with nutrient efficiency and enhanced products.

“The potash market certainly remains exposed to further disruption to production into 2023 and could see supply tighten quickly if demand recovers rapidly from its current lull," Humphrey Knight of CRU Group said at the start of 2023. "However, a more gradual recovery in demand appears more likely, meaning supply should remain adequate.”

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Top 10 Potash Countries by Production (Updated 2024)

Robust demand for potash pushed prices to a 13 year high in 2021, and that trend continued in the first half of 2022 as price levels rose on supply chain concerns sparked by Russia’s invasion of Ukraine.

In mid-May 2022, the World Bank said global fertilizer prices were up 30 percent for the year so far, adding that those price-positive conditions were expected to continue through the year and beyond. In fact, bullish sentiment had major market participants such as BHP (NYSE:BHP,ASX:BHP,LSE:BHP) investing billions into new potash production.

All of this was welcome news for potash investors — many potash-mining operations have closed in recent years, and some are waiting on the sidelines for better days and improvements in potash prices.

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Sage Potash Secures Permit Approvals for Exploration Program at Sage Plain Potash Project

Sage Potash Secures Permit Approvals for Exploration Program at Sage Plain Potash Project

Sage Potash Corp. ("Sage Potash", "Sage" or the "Company") (TSXV: SAGE) (OTCQB: SGPTF) is pleased to announce the receipt of all required governmental approvals for two Class V exploration wells at its Sage Plain Potash Project ("Project" or "Property") located in Utah's Paradox Basin.

Sage Potash Logo (CNW Group/Sage Potash Corp.)

Sage Potash CEO & Executive Chairman, Peter Hogendoorn , stated, "Sage's successful drilling permit applications represent a pivotal milestone on the Company's path to achieving pilot-scale potash mining and processing activities. The approved exploration wells will not only allow us to increase our understanding of the Sage Plain mineral resource, comprised in the Upper and Lower Cycle 18 potash beds underlying the Property, but these same wells will, in future, be transitioned to injection production and disposal wells. This is a highly significant de-risking event for the Company, as the most consequential permit approvals for the Project have now been secured, pending bonding."

The State of Utah's Division of Oil, Gas, and Mining ("UDOGM"), and Division of Water Quality ("DWQ") have issued tentative approvals for both surface (drill pads and access roads) and underground (wells) activities. This is part of the Underground Injection Control ("UIC") Class V exploration injection permit application for a production and disposal well submitted by the Company in March 2023 . Formal drill permits will be issued once bonding is received and approved and the Company has received written acceptance from UDOGM, as well as other applicable agencies.

The execution of the now approved exploration program represents Phase 1 of the Sage Plain Project development effort. The two Class V wells will be designed and constructed under the standards and specifications of a UIC Class III "Production well" and UIC Class I "Disposal well". The wells will allow for determination of injection capacity and hydraulic behaviours of the potash and potential disposal formations, as well as providing management with geological data through examination of the drill core, as part of test cavern development for potash recovery from the Cycle 18 potash beds. Once the data from the exploration wells is gathered, the Company will apply to convert these wells into UIC Class I and Class III wells for the purpose of injection, production and disposal, allowing for potash brine fluids recovery.

Concurrently with the Class I and Class III permits conversion, the Company will submit the Large Mine Operation ("LMO") permit for up to 150,000 TPY. In partnership with global engineering firm RESPEC, Sage is advancing engineering and designs for a 50,000 TPY pilot-scale potash solution mining operation, as part of its ongoing engineering studies and production permit application. Data from this program, along with plant design and engineering details, will be included to complete the final LMO application for permit approval.

Following receipt of the news that the Company had secured governmental approval for the Class V wells, Sage Potash CEO & Executive Chairman, Peter Hogendoorn, expressed renewed confidence in the coming year, stating, "We recognize the prevailing capital market conditions for conventional project advancement are extremely difficult. As a result, the Company and, in particular, the team in our US subsidiary, Sage Potash ( USA ) Corp., have focused on permitting and engineering, whereby value can be realized at the 'Project level'. With the developments to date, together with the highly strategic land position of contiguous State and Private mineral leases from which up to 70 mining units, each consisting of 320 acres, can be developed, management believes the Project has now achieved significant milestones and, accordingly, eliminated substantial barriers to entry, which can be value realized in terms of time and capital for strategic interests."

Hogendoorn continued, "As previously announced, the Company recently retained ACP Capital Markets LLC ("ACP"), an internationally recognized Capital Markets Adviser and Investment Banking firm, based in Stamford, Connecticut , with a proven track record in selecting and financing under-valued projects in the AgriBusiness sector, such as the Sage Plain Potash Project. The Company is working diligently with ACP in identifying and engaging with strategic industry partners and institutional investors. We are confident our achievements over the past year, including recently securing the most consequential permit approvals for the Project, will facilitate our ongoing efforts at the Project level and with ACP and, accordingly, optimize our ability to realize and deliver significant value to Sage Potash shareholders."

About Sage Potash Corp.

Sage Potash is a Canadian company vested solely in the Sage Plain Property and intends through sustainable solution mining techniques to become a prominent domestic potash producer within the Paradox Basin situated in Utah . For further information, please refer to the Company's disclosure record on SEDAR ( www.sedar.com ) or contact the Company by email at info@sagepotash.com .

On Behalf of the Board of Directors,

Peter Hogendoorn
CEO & Executive Chairman

Website: www.sagepotash.com

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, including completing a step out pilot production well that will double as a resource definition drill hole, advancing preliminary engineering and feasibility towards a PEA, completing 3D seismic and step-out well and new resource calculations [MA1] , and management's expectations regarding Sage's growth. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Sage to control or predict, that may cause Sage'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" in the Company's final non-offering long form prospectus dated March 2, 2023 available for review on the Company's profile at www.sedar.com. Such forward-looking information represents management's best judgment 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.

SOURCE Sage Potash Corp.

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/January2024/08/c0576.html

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