Millennial Announces Closing Private Placement for Total Proceeds of $4,929,200

Rhea-AI Summary

Millennial Potash Corp (TSXV: MLP) (OTCQB: MLPNF) has successfully closed its private placement, raising CDN$4,929,200 through the issuance of 8,215,333 units at $0.60 per unit. Each unit consists of one common share and one-half share purchase warrant, with warrants exercisable at CDN$0.85 per share for two years.

The Quaternary Group acquired 2,333,333 units in the placement, increasing their holdings to 24,468,833 common shares and 8,166,667 warrants. This represents approximately 26.41% ownership on a non-diluted basis and 32.28% on a partially diluted basis. The proceeds will fund exploration and development of the company's Banio Potash Project and working capital needs.

Positive

• Successfully raised CDN$4,929,200 in new capital
• Strong institutional backing with Quaternary Group increasing stake
• Secured funding for Banio Potash Project development

Negative

• Share dilution for existing shareholders
• Significant control concentration with Quaternary Group holding over 26% ownership
• Warrant exercise could lead to additional future dilution

West Vancouver, British Columbia--(Newsfile Corp. - March 28, 2025) - Millennial Potash Corp. (TSXV: MLP) (OTCQB: MLPNF) (FSE: X0D) ("MLP", "Millennial" or the "Company") is pleased to announce that it has closed its private placement (the "Private Placement") of units (the "Units") comprised of one common share of the Company (the "Shares") and one-half share purchase warrant (each warrant being a "Warrant" or the "Warrants"). Each of the Warrants issued are exercisable for a period of two years from the date of issuance at a price of CDN$0.85 per Share. The Private Placement was first announced on March 18, 2025, and amended to increase its size on March 25, 2025.

The Private Placement consisted of 8,215,333 units at a price of $0.60 for proceeds of $4,929,200.00.

Commissions on the Private Placement totalling CDN$92,694.00 were paid in connection with the Private Placement.

The Shares in the Units, and any Shares issued by way of exercise of Warrants, are subject to a four month hold period expiring on July 28, 2025.

Proceeds of the Private Placement are to be used to fund exploration and development activities on the Company's Banio Potash Project and for general working capital purposes.

Early Warning

This Early Warning section of this news release is jointly issued by the Quaternary Group Ltd. (the "Acquiror") and the Company as required by National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and is issued in connection with the acquisition below of ownership of securities of the Company by The Quaternary Group Ltd. (the "Acquiror").

The Acquiror acquired 2,333,333 Units (comprised of 2,333,333 Shares and 1,666,667 Warrants) of the Private Placement.

The Acquiror now holds a total of 24,468,833 common shares and 8,166,667 share purchase warrants (of which 1,166,667 Warrants were acquired in the Private Placement) representing approximately 26.41% of the outstanding common shares on a non-diluted basis and 32.28% of the outstanding common shares on a partially diluted basis assuming exercise of all of the Acquiror's share purchase warrants including the Warrants. The Acquiror holds 7,000,000 share purchase warrants acquired in connection with a past financing.

Prior to the closing of the Private Placement, the Acquiror owned 22,135,500 common shares and 7,000,000 share purchase warrants, representing approximately 26.22% of the outstanding Shares on a non-diluted basis and 31.8% of the outstanding common shares on a partially-diluted basis assuming exercise of all of the Acquiror's share purchase warrants.

The Shares and Warrants are held by the Acquiror for investment purposes. The Acquiror currently has no plans or intentions that relate to or would result in any of the items listed in items 5(a) to 5(k) of the Early Warning Report. However, depending on market conditions, general economic and industry conditions, trading prices of the Company's securities, the Company's business, financial condition and prospects and/or other relevant factors, the Acquiror may develop such plans or intentions in the future and, at such time, may from time to time acquire additional securities, dispose of some or all of the existing or additional securities or may continue to hold the Shares or other securities of the Company.

A copy of the Early Warning Report to be filed by the Acquiror in connection with the acquisition above will be available on SEDAR+ under the Company's profile on www.sedarplus.ca.

To find out more about Millennial Potash Corp. please contact Investor Relations at (604) 662-8184 or email at info@millennialpotash.com.

Keep up-to-date on Millennial Potash developments and join our online communities on: Twitter, Facebook, LinkedIn, Instagram and YouTube.

MILLENNIAL POTASH CORP.

"Farhad Abasov"
Chair of the Board of Directors

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 document may contain certain "Forward-Looking Statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws. When used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan" or "planned", "forecast", "intend", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to future prices of commodities, accuracy of mineral or resource exploration activity, reserves or resources, regulatory or government requirements or approvals including approvals of title and mining rights or licenses and environmental (including land or water use), local community or indigenous community approvals, the reliability of third party information, continued access to mineral properties or infrastructure, changes in laws, rules and regulations in Gabon or any other jurisdiction which may impact upon the Company or its properties or the commercial exploitation of those properties, currency risks including the exchange rate of USD$ for Cdn$ or CFA or other currencies, fluctuations in the market for potash or potash related products, changes in exploration costs and government royalties, export policies or taxes in Gabon or any other jurisdiction and other factors or information. The Company's current plans, expectations and intentions with respect to development of its business and of the Banio Potash Project may be impacted by economic uncertainties arising out of any pandemic or by the impact of current financial and other market conditions on its ability to secure further financing or funding of the Banio Potash Project. Such statements represent the Company's current views with respect to future events and are necessarily based upon a number of assumptions and estimates that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political, environmental and social risks, contingencies and uncertainties. Many factors, both known and unknown, could cause results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/246534

FAQ

How much did Millennial Potash (MLPNF) raise in its March 2025 private placement?

Millennial Potash raised CDN$4,929,200 through the issuance of 8,215,333 units priced at $0.60 per unit.

What are the terms of MLPNF's warrant offering in the March 2025 private placement?

Each warrant is exercisable for two years at CDN$0.85 per share, with one-half warrant included per unit.

What is the lock-up period for MLPNF's private placement shares?

The shares and any shares issued through warrant exercise are subject to a four-month hold period expiring July 28, 2025.

How will MLPNF use the proceeds from the March 2025 private placement?

The proceeds will fund exploration and development of the Banio Potash Project and general working capital purposes.

What is Quaternary Group's ownership stake in MLPNF after the private placement?

Quaternary Group owns 26.41% on a non-diluted basis and 32.28% on a partially diluted basis assuming all warrant exercise.