Star Metro - 1377319 B.C. Ltd. Announces Business Combination With Buffalo Potash Corp.

Buffalo Potash is leveraging mature and well-proven horizontal well drilling and completion technology to advance Canada's next wave of potash supply, led by an experienced management team and a patent- protected, modular solution-mining strategy at the Disley Project in Saskatchewan-the epicenter of new Canadian potash development.

CALGARY, AB / ACCESS Newswire / October 1, 2025 / 1377319 B.C. Ltd. ("137 BC" or the "Company"), announces that it has entered into a definitive agreement with Buffalo Potash Corp. ("Buffalo Potash") to complete a business combination by way of a three-cornered amalgamation (the "Proposed Transaction"). Upon closing, the resulting issuer (the "Resulting Issuer") is expected to be named Buffalo Potash Corporation and to apply to list as a Tier 2 Mining Issuer on the TSX Venture Exchange ("TSXV"), subject to TSXV approval.

INVESTMENT HIGHLIGHTS

• Critical Mineral: Canada recognizes potash as a critical mineral supporting food security and sustainable agriculture.

• Established Supplier with Growing Demand: Canada contributes ~30% of global potash output; constraints affecting Belarus and Russia (together ~35%) is encouraging buyer diversification towards stable jurisdictions.

• Premier Jurisdiction: Saskatchewan, the epicenter of Canada's potash industry, offers transparent regulation with export-capable rail, reliable power, and deep sector technical and operational talent.

• Experienced Leadership: Buffalo's leadership has played key roles across major Saskatchewan potash projects over the past two decades.

• Patented Technology: Buffalo Potash's Horizontal Line-Drive (HLD) solution-mining method applies mature horizontal drilling and completion technology to potash mining, which is anticipated to reduce fresh-water use and well count compared to conventional vertical cavern well development.

• Capital Efficiency: Deployment of mature, scalable, and readily available oilfield technology reduces bespoke engineering, lowers upfront capital intensity, and accelerates time-to-first-production relative to conventional vertical-well cavern designs.

• Scalable Modular Execution: Phase 1 Showcase Facility targets ~125,000 tonnes/year of soluble- grade potash with a pathway to modular expansions enabling 500,000 + tonnes/year of granular MOP.

LEADERSHIP TRACK RECORD IN CANADIAN POTASH

Buffalo is led by a Saskatchewan-based team with decades of potash experience across discovery, development, and commercialization, including senior roles at major producers. Their Saskatchewan roots provide deep industry relationships and alignment with a provincial government that supports growth in the potash sector.

• Steve Halabura (CEO & Director): A Saskatchewan geologist and entrepreneur, Mr. Halabura has been at the forefront of Canadian potash exploration for over three decades. He was part of the teams behind Anglo Potash Ltd., acquired by BHP Billiton for $284 million, and co-founder of Potash One Inc., acquired by K+S for $434 million. His career highlights underscore his ability to identify and advance high-value resource opportunities from early-stage discovery through to successful company exits.

• Quinton Hardage (President & COO): A project engineer with extensive experience in Saskatchewan potash development, Mr. Hardage oversaw Potash One's initial drilling program and later co-developed Buffalo's patented modular mining technology, designed to reduce upfront capital costs and accelerate production timelines. His combination of technical and operational expertise has positioned Buffalo at the forefront of innovative potash project design.

• Peter Jackson (Incoming Director): Mr. Jackson brings 27 years of operating leadership at Mosaic Company, one of the world's largest integrated potash producers. As Senior Vice President, North American Operations, he was responsible for managing large-scale potash and phosphate mining operations across the region, giving him unparalleled insight into the challenges of scaling, operating, and optimizing complex fertilizer assets.

Buffalo's leadership combines extensive Saskatchewan networks with experience across the potash project lifecycle - from exploration and permitting through construction and operations - together with a history of successful transactions and senior roles at major producers. This background supports Buffalo's plans to advance its portfolio and create long-term shareholder value.

BUFFALO POTASH ASSETS & TECHNOLOGY

Buffalo Potash's flagship asset is the Disley Project, located in Saskatchewan's Elk Point Basin, adjacent to the producing K+S Bethune mine. The Disley Project benefits from direct access to established infrastructure including rail, power, water, and a skilled labor force, all within the world's most established potash jurisdiction. Buffalo Potash also controls two other potash mineral dispositions in Saskatchewan that provide longer-term expansion potential.

Buffalo Potash's development strategy is anchored by its patented Horizontal Line-Drive ("HLD") solution mining technology which leverages mature horizontal drilling techniques pioneered in the oil and gas industry. Unlike conventional solution mining that requires dozens of vertical wells and high volumes of fresh water, the HLD method uses a paired system of horizontal laterals to efficiently dissolve and recover potash. This approach is designed to significantly lower upfront capital costs, reduce water usage, and enable modular, staged expansions that can be scaled to market demand.

TRANSACTION SUMMARY

• Structure: Three‑cornered amalgamation; each Buffalo common share to be exchanged for one 137 BC common share.

• Name and listing: On closing, the Resulting Issuer is expected to be named Buffalo Potash Corporation and to apply for listing as a Tier 2 Mining Issuer on the TSXV, subject to TSXV requirements.

• Concurrent financing: The parties intend to raise C$10,000,000 via subscription receipts, with proceeds used for confirmation and development work, working capital and general corporate purposes (the "Concurrent Financing").

• Escrow mechanics: Gross proceeds will be held in escrow and released immediately prior to closing upon satisfaction of specified escrow release conditions, including TSXV conditional approval and all requisite shareholder and regulatory approvals; otherwise, proceeds (with interest) are returned to investors.

• Capitalization: On completion of the Proposed Transaction and Concurrent Financing, approximately 82,327,463 fully diluted shares are expected to be outstanding, of which ~94% will be held by former Buffalo shareholders and financing investors and ~6% by current 137 BC shareholders.

• Outside date: The definitive agreement includes customary termination rights if conditions are not satisfied or waived by December 31, 2025, unless extended by mutual agreement.

The Proposed Transaction is an arm's length transaction in accordance with TSXV policies. None of the Non-Arm's Length Parties of 137 BC has any beneficial interest in Buffalo or its assets, and no directors, officers, or insiders of 137 BC are related parties to Buffalo.

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

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: [email protected] | Phone: 1-403-585-9875

Buffalo Potash Corp.

Steve Halabura | Chief Executive Officer
Email: [email protected] | 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 Proposed Transaction and the structure and terms thereof; the anticipated listing of the Resulting Issuer on the TSXV; the terms, timing, and completion of the Concurrent Financing; the anticipated use of proceeds from the Concurrent Financing; the expected composition of the board and management of the Resulting Issuer; the timing, scope, and results of exploration, drilling, and development activities at the Disley Project; the preparation and filing of an updated NI 43-101 technical report; the development and scalability of Buffalo's Horizontal Line-Drive (HLD) technology; the potential to complete offtake arrangements with industrial, agricultural, or other end-users; the potential benefits of the Company's modular approach to solution mining, including lower capital intensity, reduced water use, and shorter timelines to production; and the expected demand for potash in fertilizer, industrial, and other markets, and the ability of Buffalo to capture market share.

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: future commodity prices and demand for potash; the ability to obtain all necessary shareholder, regulatory, and TSXV approvals; the availability of financing on acceptable terms; the timely receipt of required permits; the successful performance of Buffalo's HLD technology at commercial scale; the ability to enter into and maintain binding offtake agreements; general business, economic, and capital market conditions; and the Company's ability to attract and retain key personnel.

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 Proposed Transaction will not be completed on the terms described herein or at all; the risk that the Concurrent 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; risks relating to early-stage mineral projects, including exploration, development, operational, technical, and geological risks; risks related to the performance and scalability of novel mining technologies, including Buffalo's HLD method, which has not yet been proven at commercial scale; risks associated with the Company's ability to prepare, file, and support an NI 43-101 technical report that supports its development plans; volatility in commodity prices and changes in global supply and demand for potash, including potential impacts from geopolitical events, tariffs, sanctions, and trade restrictions; competition from established potash producers with significantly greater financial and operational resources; risks associated with the negotiation, execution, and enforcement of offtake agreements, including counterparty risk and the ability to meet quality and volume commitments; environmental, permitting, and regulatory risks, including changes in laws or government policies; risks relating to the availability and cost of equipment, labor, and supplies, as well as inflationary pressures; currency exchange risk and other macroeconomic risks; risks associated with community engagement, First Nations and Métis consultation, and maintaining a social license to operate; the risk of cost overruns, delays, accidents, or other unanticipated operational events; and general risks inherent in the resource industry, including financing risks, liquidity risks, and reliance on key personnel.

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 or management information circular to be prepared in respect of the Proposed Transaction, as well as in the Company's continuous disclosure documents filed on SEDAR+ 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 the Company nor Buffalo undertakes any obligation to update or revise any forward-looking information, except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE: 1377319 B.C. Ltd.

View the original press release on ACCESS Newswire

W.Fortin--SMC