Press Release – Vancouver, British Columbia – June 24, 2025 – First Tidal Acquisition Corp. (TSXV: AAA.P) (“First Tidal” or the “Company”), a Capital Pool Company listed on the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has entered into an arm’s length non-binding letter of intent dated June 24, 2025 (the “LOI”) with Buffalo Potash Corp. (“Buffalo”), a private corporation existing under the laws of Saskatchewan. The LOI outlines the principal terms of a proposed transaction (the “Proposed Transaction”), which, if completed, is expected to constitute the Company’s ‘Qualifying Transaction’ (as such term is defined in Policy 2.4 – Capital Pool Companies, of the TSXV). Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be a Tier 2 – Mining Issuer.
Trading in the shares of the Company will remain halted pending receipt and review of acceptable documentation regarding the Qualifying Transaction pursuant to TSXV Policy 2.4.
The proposed Transaction is an Arm’s Length Qualifying Transaction pursuant to the policies of the TSXV and, as such, the Company is not required to obtain shareholder approval for the Proposed Transaction.
BUFFALO POTASH HIGHLIGHTS
Buffalo is a private, Saskatchewan-focused potash developer looking to advance its Disley Project and become Saskatchewan’s newest potash producer at a time when potash markets are increasingly looking for new sources of supply during a new emerging potash cycle.
- Globally Respected Potash Team: Buffalo is led by one of the most experienced potash teams in this sector, having been directly involved with either discovering, developing, operating, or consulting to every potash mine in Canada, including:
- Steve Halabura (CEO, Director): Mr. Halabura participated in originating the assets for the only two greenfield potash projects in Saskatchewan in the last 50 years, being projects held by Anglo Potash Ltd. (sold to BHP Billiton for $284M in 2008) and Potash One Inc. (sold to K+S Aktiengesellschaft for $434M in 2012).
-
- Quinton Hardage (President, COO): Mr. Hardage was responsible for managing the initial drilling for Potash One Inc. that was used to help develop the resource. He also harnessed his experience in the oil and gas industry to help develop Buffalo’s patented technology (see below).
-
- Peter Jackson (Incoming Director): Mr. Jackson brings 27 years of senior potash production and solution mining experience, having spent his career at Mosaic Corporation, where he last served as Senior Vice President in charge of all North American operations.
- Tier 1 Potash Jurisdiction: Buffalo has acquired the rights to three highly prospective potash projects in Saskatchewan’s world-class Elk Point potash basin, which is a geopolitically stable potash jurisdiction with abundant and rich reserves, sustainable mining practices, and significant production infrastructure already in place.
- Shovel-Ready Flagship Project: Buffalo’s Disley Project is located adjacent to the K+S Bethune potash solution mine – that was discovered and developed by certain Buffalo founders.
- Modular Mining Design: Buffalo has patented a modular drilling design adapted from modern oil and gas technology to enable development of scalable mines that are cheaper to build and operate than conventional solution mining, while minimizing freshwater usage.
- Near-Term Production Profile: Buffalo is executing a staged development strategy led first by the construction of a permanent 125,000 tonne-per-year showcase facility at the Disley project.
- Balanced Leadership with Track Record of Execution: Buffalo’s technical leadership is complimented by a seasoned team of directors and executives with a history of leading and financing growth-stage energy and mining companies.
- New Emergent Potash Cycle: tight global supply, rising agricultural demand, and increasing geopolitical pressure on traditional exporters are driving renewed interest and investment in potash, marking the early stages of a new secular potash cycle.
THE PROPOSED TRANSACTION
The Proposed Transaction contemplates the acquisition by First Tidal of all of the issued and outstanding shares of Buffalo by way of a three-cornered amalgamation, plan of arrangement, or other structure mutually acceptable to the parties (the “Definitive Agreement”) and their advisors, anticipated to potentially result in Buffalo becoming a wholly owned subsidiary of First Tidal (the “Resulting Issuer”).
Prior to closing, First Tidal intends to complete a consolidation of its common shares such that 3,474,286 post-consolidation common shares will be outstanding. Under the proposed terms, each outstanding common share of Buffalo will be exchanged for one post-consolidation common share of First Tidal.
Upon completion of the Proposed Transaction, it is expected that the Resulting Issuer will change its name to “Buffalo Potash Corporation” or such other name as may be determined by Buffalo and approved by First Tidal.
CONCURRENT FINANCING
In connection with the Transaction, the parties intend to raise gross proceeds of a minimum of C$10,000,000 through one or more equity and/or debt financings (the “Concurrent Financing”), which will be conducted by way of the issuance of subscription receipts, on such terms to be determined by First Tidal and Buffalo.
Each subscription receipt will entitle the holder to receive, upon satisfaction of certain escrow release conditions, one common share of the Resulting Issuer. Proceeds will be used for confirmation and development of Buffalo’s potash assets, working capital, and general corporate purposes.
CAPITALIZATION
Immediately following the completion of the Proposed Transaction and Concurrent Financing, it is anticipated that the Resulting Issuer will have approximately 82,289,193 common shares outstanding on a post-consolidation basis. Of these, approximately 96% will be held by former shareholders of Buffalo and investors in the Concurrent Financing, and 4% by current First Tidal shareholders.
BOARD AND MANAGEMENT OF RESULTING ISSUER
It is anticipated that upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer will consist of five directors, including:
- Dean Potter, M.Sc. P.Geo.
- Steve Halabura, M.Sc, P.Geo. FEC (Hon) FGC
- Morgan Tincher
- Peter Jackson, P. Eng., MBA, FEC, FGC (Hon), ICD.D, FCSSE
- An independent appointee of Buffalo (to be determined)
The proposed senior management team of the Resulting Issuer will include:
- Steve Halabura, M.Sc, P.Geo. FEC (Hon.) FGC– Chief Executive Officer
- Quinton Hardage, P.Eng., PMP– President & Chief Operating Officer
- Nick Goplen, CFA– Vice President, Finance
- Jordan Stewart, CFA– Vice President, Business Development
- Other officer positions are to be determined.
DUE DILIGENCE AND DEFINITIVE AGREEMENT
The Proposed Transaction is subject to a number of conditions, including but not limited to:
- Completion of mutual due diligence
- Execution of a Definitive Agreement
- Completion of the Concurrent Financing
- Completion of an updated National Instrument 43-101 Technical Report on the Disley Project
- Approval of the shareholders of Buffalo (and of First Tidal, if required)
- Regulatory approvals including the TSXV
- Receipt of conditional approval for the listing of the Resulting Issuer’s shares
First Tidal will issue additional press releases related to the final legal structure and terms of the Proposed Transaction, the capitalization of the Resulting Issuer, financing details, financial information regarding Buffalo, the background of insiders of the Resulting Issuer and other information required pursuant to the policies of the TSXV, as it becomes available.
SPONSORSHIP
Sponsorship of a Qualifying Transaction is required by TSXV Policy 2.2 unless an exemption is granted. First Tidal intends to apply for a waiver of the sponsorship requirement, but there is no assurance that such exemption will be granted.
Cautionary Statements
Investors are cautioned that the LOI is non-binding, and there is no assurance that the Proposed Transaction will be completed as proposed or at all. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to Exchange acceptance, completion of the conditions precedent thereto including any financing requirements, and, if applicable pursuant to the Exchange requirements, majority of the minority 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.
About First Tidal Acquisition Corp.
First Tidal is a Capital Pool Company listed on the TSXV under the symbol “AAA.P”. Its principal business activity is to identify and evaluate assets or businesses with a view to completing a Qualifying Transaction.
About Buffalo Potash Corp.
Buffalo Potash Corp. is a private Saskatchewan-based potash developer implementing a new modular approach to potash production through its patented modular mining technology. By drawing on proven horizontal drilling methods from the oil and gas sector, Buffalo’s Horizontal Line-Drive (“HLD”) platform enables smaller, capital-efficient, low-environmental-impact mines using negligible fresh water and providing a scalable path to multi-asset production in the world’s top potash jurisdiction.
For further information, please contact:
Ian McGavney
CEO/CFO/Director
Email: ianbmcgavney@gmail.com
Phone: (506) 721-6874
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.
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 TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
The common shares of First Tidal are expected to remain halted until such time as permission to resume trading has been obtained from the TSXV. First Tidal is a reporting issuer in Alberta, British Columbia and Ontario.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of First Tidal with respect to future business activities and operating performance. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether definitive agreements will be executed in respect of the Proposed Transaction, whether the Proposed Transaction and the insiders of the Resulting Issuer will be acceptable to the Exchange, whether the conditions precedent to the Proposed Transaction will be completed, including whether conditions to the consummation of the conditions precedent to the Proposed Transaction will be satisfied, or the timing for completing the Proposed Transaction and the conditions precedent to the Proposed Transaction.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect First Tidal’s management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although First Tidal believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and/or the conditions precedent to the Proposed Transaction; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction and/or the conditions precedent to the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; the ability of the parties to complete the Proposed Transaction; and the diversion of management time on the Proposed Transaction and/or the conditions precedent to the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of First Tidal, Buffalo and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although First Tidal has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. First Tidal does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
