Millennial Potash Corp. (TSXV: MLP) (OTCQB: MLPNF) (FSE: X0D) (“MLP”, “Millennial” or the “Company”) is pleased to announce that, in response to its previously announced LIFE Financing being fully subscribed including the overallotment for a total of $17,357,500, it will conduct a private placement (the “Concurrent Offering”) of up to approximately 245,900 units (the “Concurrent Units” at a price of $3.05 per Unit for proceeds of approximately $750,000.
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant (each full warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $4.00 at any time until the date which is three years from the date of issuance of the Warrants.
The Company intends to use the proceeds of the Concurrent Offering for future development of its Banio Potash Project and for general working capital.
Farhad Abasov, Millennial’s Chairman, said: “We are very pleased to see Cantor Fitzgerald as lead underwrite the LIFE Financing for Millennial. These financings reflect very strong confidence in our project. Millennial has been developing a potentially low-cost and large-resource potash project that could become a significant supplier of this critical mineral to the United States, Africa and Brazil. These financings strengthen our balance sheet at a crucial juncture of our development as the Company has launched a definitive feasibility study, along with an environmental and social impact study, while advancing work on offtakes, project financing and other strategic matters.”
The Concurrent Units, together with any Common Shares underlying the Warrants in the Concurrent Units, will be subject to a four-month resale restriction.
The Concurrent Offering is being engaged in concurrently with the Company’s previously announced private placement (the “LIFE Financing”) of 5,000,000 units of the Company (the “LIFE Financing Units”) at a price of $3.05 per LIFE Financing Unit for aggregate gross proceeds of $15,250,000. The LIFE Financing provided for an overallotment (the “Underwriters’ Option”) which has been fully exercised for a total of $17,537,500 (including the $15,250,000). Details of the LIFE Financing can be found in the Company’s news release of January 19, 2026 as well as in the Offering Document for the LIFE Financing filed on SEDAR and on the Company’s website at www.millennialpotash.com.
Total proceeds of the Concurrent Offering, the LIFE Financing and the full exercise of the Underwriters’ Option are approximately $18,287,500.
The Concurrent Offering is expected to close on or about January 29, 2026 or such other date as the Company may determine. The Company will pay a commission in connection with the Concurrent Offering, as permitted by applicable securities laws and the rules of the TSX Venture Exchange. The commission will consist of cash commission equal to up to 6% of the gross proceeds raised and commission warrants equal to up to 4% of the aggregate number of Units. Each commission warrant will be exercisable for one Common Share at an exercise price of $3.05 per Common Share for 36 months following the date of issuance.
The closing of the Concurrent Offering is subject to receipt of the approval of the TSX Venture Exchange.
The securities issued pursuant to both offerings have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. This announcement has been prepared for publication in Canada and may not be released to U.S. wire services or distributed in the United States.
To find out more about Millennial Potash Corp. please contact Investor Relations at (604) 662-8184 or email at info@millennialpotash.com.
MILLENNIAL POTASH CORP.
“Farhad Abasov”
Chairman 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 information” and “forward-looking statements” (collectively “forward-looking statements”) within the meaning of applicable 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.