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Sage Potash Corp. — Management Reports 2025
Nov 29, 2025
48348_rns_2025-11-28_8a98593d-dbb6-47de-b1aa-7f6b62b5900e.pdf
Management Reports
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SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
DISCLAIMER FOR FORWARD-LOOKING INFORMATION
Certain statements in this report are forward-looking statements, which reflect our management's expectations regarding our future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. These forward-looking statements reflect management's current views and are based on certain assumptions and speak only as of September 30, 2025. These assumptions, which include management's current expectations, estimates and assumptions about the global economic environment may prove to be incorrect. A number of risks and uncertainties could cause our actual results to differ materially from those expressed or implied by the forward-looking statements, including: (1) a downturn in general economic conditions, (2) inability to locate and identify potential business acquisitions, (3) potential negative financial impact from regulatory investigations, claims, lawsuits and other legal proceedings and challenges, and (4) other factors beyond our control. There is a significant risk that such forward-looking statements will not prove to be accurate. Investors are cautioned not to place undue reliance on these forward-looking statements. Unless otherwise required by applicable securities laws, the Issuer disclaims any obligation to update any forward-looking statements, whether as a result of new events, circumstances and information, future events or results or otherwise. Additional information about these and other assumptions, risks and uncertainties are set out in the section entitled "Risk Factors" below.
Date and Basis of Discussion & Analysis
This management discussion and analysis ("MD&A") is dated as of November 28, 2025, and should be read in conjunction with the audited consolidated financial statements of Sage Potash Corp. for the three-months ended September 30, 2025 ("Financial Statements"). The Financial Statements are prepared in compliance with International Financial Reporting Standard 34, Interim Financial Reporting ("IAS 34"). Accordingly, certain information and footnote disclosure normally included in annual consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"), have been omitted or condensed. Unless expressly stated otherwise, all financial information is presented in Canadian dollars.
Overall Performance
Nature of Business
Sage Potash Corp. (the "Company" or "Sage Potash") was incorporated under the Laws of the Province of British Columbia on November 22, 2021. The address of the Company's corporate office and its principal place of business is 1680 - 200 Burrard St., Vancouver, British Columbia, Canada. The Company's registered and records office address is Suite 2700, 1133 Melville Street, Vancouver, British Columbia, Canada. As of September 30, 2025, the Company's principal business activity was mineral exploration, which includes acquisition, exploration and development of potash mineral properties.
The Company incorporated wholly owned subsidiaries, Sage Potash (USA) Corp. and Sage Lithium Corp. in the State of Utah on December 2, 2021, and June 7, 2023, respectively.
The Company is in the business of mineral exploration, with the objective to locate and, if warranted, develop economic mineral properties. The Company will focus initially on the exploration and development of the property rights acquired pursuant to the Assignment Agreement described in History below but will consider other opportunities to acquire and explore mining claims as they arise.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
History
The Company was incorporated on November 22, 2021, and the shares were listed the Shares on the applied to list the Shares on the TSX Venture Exchange (the "Exchange") on March 20, 2023. The Company's principal business activity is the acquisition, exploration and development of potash mineral properties.
Property Acquisition
On December 2, 2021, the Company entered into an arm's length assignment agreement (the "Assignment Agreement") with O. Jay Gatten under which Mr. Gatten assigned the mineral lease for the "Sage Plains" lands to the Company for consideration of 12,000,000 shares.
The mineral lease provides that the lessor, the State of Utah, shall receive a 5% royalty on the gross value of products produced from the Property less transportation costs. The mineral lease has an annual rent of US$2 per acre plus an annual US$5,000 minimum royalty, each due on the anniversary date.
Under an amended and restated 10-year lease with the School and Institutional Trust Lands Administration (SITLA) on behalf of the State of Utah (the "Amended Lease"), with an effective date of June 21, 2022, the property was enlarged in size from 3,880 acres to 6,537.51 acres (2,645.64 hectares). The basic terms of the mineral lease stayed the same, except that the US$5,000 minimum royalty was eliminated.
On February 24, 2022, the Company applied for prospecting permits on 58,780 acres in the State of Utah from the Bureau of Land Management, a department of the federal government of the United State of America (US). The application fee was $38,229.
On January 1, 2023, the Company leased an additional 7,391.65 acres from the SITLA on behalf of the State of Utah for a 10-year period. The mineral lease provides that the lessor, the State of Utah, shall receive a 5% royalty on the gross value of products produced from the Property less transportation costs. The mineral lease has an annual rent of US$2 per acre plus an annual US$5,000 minimum royalty, each due on the anniversary date.
Prior to the year ended March 31, 2025, the Company entered into 86 individual private mineral rights leases encompassing approximately 11,972 net mineral acres and surface use agreements encompassing approximately 909 acres.
During the year ended March 31, 2025, the Company paid $42,184 in annual SITLA mineral lease renewals. In the quarter ended November 30, 2025, the Company paid $nil in other SITLA mineral lease renewals.
During the period ended September 30, 2025, the Company renewed its Private mineral leases for five years for $1,783,961 (US$1,203,124).
Exploration Assets
The Sage Plains Property is located in the southeastern part of Utah, US, where the potash rich Paradox Basin extends. Potash was first discovered in the Paradox Basin in the 1920's and produced commercially since approximately 1963. Drillhole data from the Property identifies potash mineralization within the Salt Cycle 18 (Cycle 18) potash horizon. This horizon is known to occasionally split into two discrete zones, termed the Cycle 18 Upper and Lower Potash Beds.
Historical exploration on the property includes a discovery drill hole, with core samples identifying two flat potash beds featuring high potash grades with favorable commercial characteristics. Potash mineralization was first encountered in the Johnson 1 Exploration Well completed in 2014, supplemented by 275 linear kilometers of 2-dimensional (2D) seismic data from 13 individual lines. The historical Western Natural Gas 1 Well, west of the Johnson 1 Well, was reviewed to understand the continuity of the geology in the area. The wireline logs from the well demonstrated that the Cycle 18 potash horizon was present.
On September 2, 2025, the company reported the results of a preliminary economic assessment ("PEA") completed by Sage Potash in partnership with RESPEC LLC ("RESPEC"), Patterson & Cooke, and TerraRock Industries Inc ("TerraRock").
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Exploration Assets (continued)
The 2025 Preliminary Economic Assessment (PEA) estimates an inferred mineral resource of 298 million mt in-situ sylvinite equating to approximately 118 million mt KCl within a 2,400-meter radius of drilled wells. This radius represents approximately 4 percent of the approximately 26,000 acres of leased mineral rights. This resource can support multiple phases of production and potential results from Bureau of Land Management prospecting permits is additional, accounting for another 58,780 acres.
Resource Estimation Summary (PEA 2025: Effective September 8, 2025)
| Cycle 18 Member | Area With Exclusions (km²) | Thickness (m) | Weighted Average K₂O Grade (percent) | Weighted Average KCl Grade (percent) | Weighted Average Carnallite Content (percent) | Weighted Average Insoluble Content (percent) | In-Place Sylvinite Tonnage (MMT)^{(a,b,c)} | Gross K₂O Tonnage (MMT)^{(a,b,c)} |
|---|---|---|---|---|---|---|---|---|
| Inferred Mineral Resources^{(d)} | ||||||||
| Upper Potash Bed | 11.25 | 7.26 | 29.11 | 46.07 | 0.01 | 0.56 | 169.9 | 45.8 |
| Inferred Mineral Resources^{(e)} | ||||||||
| Lower Potash Bed^{(f)} | 11.25 | 5.48 | 22.60 | 35.77 | N/A | N/A | 128.2 | 29.0 |
| Potential Quantities^{(g)} | ||||||||
| Upper Potash Bed (Johnson 1 Well) | 35.1 | 6.3–7.3 | 25.2–29.1 | 39.8–46.1 | 0.0–0.07 | 0.30–1.0 | 459.9–530.0 | 128.6–142.9 |
| Upper Potash Bed (Western Natural Gas 1)^{(h)} | 7.47 | 6.3–10.7 | 5.0–17.0 | 7.9–26.9 | N/A | N/A | 97.9–166.3 | 4.9–28.3 |
km² = square kilometers
MMT = Million Metric Tonnes
N/A = Not Applicable
(a) Density of sylvinite = 2.08 tonnes per cubic meter (t/m³)
(b) In-place sylvinite is calculated based on area × thickness × density.
(c) Gross Resource is based on 100 percent extraction ratio and 0 percent plant loss with deduction for unknown seismic anomalies of 25 percent.
(d) Inferred Resource ROI is 0–2,400 m.
(e) Upper Potash Bed Inferred Resource uses a 5 percent K₂O bed cut-off to define the upper and lower contacts.
(f) K₂O from wireline logs are from GREC.
(g) Potential Quantity ROI is 0–5,000 m for Western Natural Gas 1 Well and 2,400–5,000 m for Johnson 1 Well.
(h) Potential quantities for Cycle 18 Upper Potash Bed (Western Natural Gas 1 Well) were estimated from GREC using a range between a minimum thickness based on Johnson 1 Well and a maximum thickness as seen in the Western Natural Gas 1 Well.
The project economic analysis in the PEA includes the proposed construction of a 300,000 mt per year potash plant with an initial development plan of 7 caverns and growing to 15 caverns over the first 5 years of production. Sage Potash plans to complete an already permitted exploration well designed to production specifications to confirm cavern porosity and flow rates, which will then be converted to the Company's first production well.
Initial project CapEx of $155 million includes $26 million in contingencies and $16 million in construction indirect costs (a combined 27% of total project). Over a 20-year Project life, the Project would generate an unlevered after-tax NPV of $502 million and 39 percent IRR. Total Project cumulative free cash flow is estimated at $1.26 billion* including total CapEx over the life of the Project of $327 million.
In-Market close to farmers provides logistical advantages and savings.
Advanced permitting shorts time to production.
Secured plant for 300,000 mt per year with significantly decreased overall construction time.
Potash critical mineral status in the US.
ECONOMICS
| 39% | After-tax unlevered IRR* |
|---|---|
| ≤502M | After-tax unlevered (NPVmt)* |
| 2 | 5 years |
| ≤155M | Initial project CapEx |
| ≤1.26B | Cumulative Free Cash Flow* |
OPERATIONS
| ≤72M | Annual free-cash-flow after startup* |
|---|---|
| 68% | Project gross margin |
| ≤144/mt | Average operating cost with logistical advantages |
| 1st quartile | Industry cost delivered into the Pacific Northwest |
| ≤10M | Annual cavern development and sustaining CapEx* |
*Refer to "Use of Non-GAAP Financial Measures" section of the September 22, 2025, news release for more information.
RESOURCE
| 298M mt | Inferred potash resource |
|---|---|
| 118M mt | Inferred KCl resource |
| 46.1% | KCl content in upper bed |
| <1% | 0.01% |
| 68+ | 154+ |
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Sage Plains Permits
On July 1, 2023, Sage filed for approval for two exploration Notice of Intentions (NOI) that have been significantly advanced and are currently pending final approvals subject to Sage determining the type of bond to be utilized and submitting one of several types of Bonds for the surface disturbance. Other bonds will need to be determined for subsequent plugging and abandoning of the wells. In January 2024, both NOIs were conditionally approved alongside the UIC Class V well conditional approvals. The NOIs are conditionally approved, pending payment of the associated bond for full approval.
The Company has initiated 3 parallel permit processes:
1) The above-mentioned NOI's,
2) A permit application for Water Access, now granted, and
3) A permit for Large Mine Operation (LMO) which will enable us to produce 300,000 tonnes per year.
Both the Water Access and NOI's are critical to the LMO, since the Water Access permit is required for solution mining and forms part of the LMO application. Likewise, data from the 2 wells described in the NOI's will also be included in the final LMO application. It is important to note that the 3 wells described in the NOI's will be drilled to distinct production specifications; a water access well, cavern development well and a waste disposal well, which will also be included in the final LMO application.
The last information required for the LMO approval will be final design and engineering details of the production plant that is currently in process. Engineering and optimization of the surface plant and processes are ongoing by Sage's engineering team utilizing RESPEC's preliminary engineering for several scenarios. Sage's focus is on streamlining the processes and securing the equipment necessary for potash recovery. Similarly, the New Source Air Permits will be submitted for approval with the final LMO application.
On July 10, 2023, the State of Utah department of Natural Resources, Division of Water Rights approved Sage Potash's Fixed-Time application for water extraction rights allowing for the withdrawal of up to 0.207 Cubic feet per second (CFS) or 150 acre-feet of brackish water annually until July 31, 2043, unless further extended as allowed by Statute. Water will be procured from the proposed access well for extraction and year-round use within Sage Plain Potash Project.
In October of 2025, the Company applied for additional water extraction rights for a total of 205 acre-feet of brackish water.
Water rights play a crucial role in the development of solution-based potash projects, as they ensure a sustainable supply of water for extraction purposes, which is essential for the efficient and environmentally friendly extraction of potash. In its commitment to align economic growth with environmental sustainability, Sage emphasizes that their operations will not impact traditional sources of irrigation, agricultural, or potable water. Instead, they will utilize brackish water, which is primarily composed of salt and other minerals, rendering it unsuitable for conventional uses.
Tin Cup Property
The Company has leased 7,391.65 acres from the School and Institutional Trust Lands Administration on behalf of the State of Utah and separately applied for prospecting permits on 58,780 acres in the State of Utah from the Bureau of Land Management, a department of the federal government of the USA (the "Tin Cup Property"). This property can be used to increase the Company's mineral reserves and serve as an area to increase future production.
During the three months ended September 30, 2025, the activity on the property included advancing the permitting process and gathering costing information and quotes..
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Financing
(i) On May 27, 2024, the Company issued 13,500,000 shares at a price of $0.135 a share for gross proceeds of $1,822,500. The Company paid cash commissions of $10,800 and issued 80,000 broker warrants. The broker warrants have an exercise price of $0.25 for a term of two years. The fair value was calculated at $12,460 using the Black Scholes pricing model.
(ii) On December 27, 2024, the Company issued 1,400,000 shares at a price of $0.20 a share for gross proceeds of $280,000. The Company paid cash commissions of $17,600 and issued 88,000 broker warrants. The broker warrants have an exercise price of $0.25 for a term of one year. The fair value was calculated at $12,460 using the Black Scholes pricing model.
(iii) On February 4, 2025, a further 12,246,940 shares were issued at a price of $0.20. The Company received gross proceeds of $1,680,000 in cash and offset $769,388 in debt. The Company paid $9,440 in cash commissions and issued 47,200 broker warrants with an exercise price of $0.25 for a 2- year term. The fair value was calculated at $6,929 using the Black Scholes pricing model.
(iv) On February 4, 2025, the Company issued 3,846,940 shares to settle debts with various vendors resulting in $nil gain or loss on settlement.
(v) On June 25, 2025, the Company issued 24,000,000 shares at a price of $0.20 a share for gross proceeds of $6,000,000 in addition to 12,000,000 share purchase warrants at an exercise price of $0.35 for a term of two years. The fair value was calculated at $2,230,588 using the Black Scholes pricing model. The Company paid cash commissions of $285,860 and issued 1,132,000 broker warrants. The broker warrants have an exercise price of $0.35 for a term of two years. The fair value was calculated at $210,419 using the Black Scholes pricing model.
(vi) On June 25, 2025, 250,000 options were exercised at $0.25 per share for $62,500.
(vii) On May 27, 2025, 79,500 broker warrants were exercised at $0.25 per share for $19,875.
(viii) On April 17, 2025, the Company entered into a loan facility agreement with Inter World Investments (Canada) Ltd. ("Lender") for an unsecured loan facility of US$1,050,000 ("Loan"), including a loan facility fee of US$50,000 payable to the finder, RCI Capital Group Inc., in consideration and recognition of the finder introducing the Company to the Lender. The Loan will have a term of two years, subject to acceleration upon the occurrence of certain events, and will bear interest at a rate of 7% per annum. The Lender is an arm's-length party to the Company. The purpose of the Loan is to support the Company's general working capital and operational needs. As bonus compensation for advancing the Loan on the terms and conditions provided in the loan facility agreement, including the unsecured nature of the Loan. The Company will issue to the Lender non-transferable bonus warrants ("Bonus Warrants"). The number of Bonus Warrants issued to the as permitted by the policies of the TSXV was 5,819,940 exercisable at $0.25 per share for two years.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Results of Operations
During the three and six-month periods ended September 30, 2025, and 2024, the Company incurred the following operating expenses:
| Six Months Ended | Three Months Ended | |||
|---|---|---|---|---|
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |
| Stock-based compensation | 1,466,035 | 109,553 | 1,466,035 | - |
| Consulting | 1,309,936 | 1,169,626 | 921,681 | 796,889 |
| Fair value of warrants issued for debt | 1,207,617 | - | - | - |
| Advertising and promotion | 415,622 | 293,846 | 77,714 | 126,862 |
| Engineering, fieldwork and technical reports | 313,907 | 49,679 | 313,907 | 355 |
| Salaries and benefits | 241,663 | - | 136,611 | - |
| Rent and occupancy | 88,421 | 65,505 | 43,315 | 49,424 |
| Travel | 83,318 | 155,412 | 22,424 | 83,038 |
| Finance fees | 63,138 | - | 63,138 | - |
| Loan interest and bank fees | 50,381 | - | (2,454) | - |
| Regulatory and transfer agent | 35,478 | 36,419 | (27,020) | 4,673 |
| Professional fees | 32,542 | 62,214 | 19,703 | 52,249 |
| Office and miscellaneous | 31,698 | 46,195 | 22,619 | 14,264 |
| Directors' and officers' insurance | 19,005 | 3,811 | 9,624 | 3,811 |
| Software license | 14,506 | 12,851 | 3,470 | 3,078 |
| Amortization of right-of-use asset | 117,230 | 68,056 | 62,688 | 58,786 |
| Accretion of lease liability | 42,707 | 26,847 | 20,873 | 25,565 |
| Operating loss for the period | 5,533,204 | 2,100,015 | 3,154,328 | 1,218,994 |
| OTHER INCOME | ||||
| Gain on settlement of debt | 114,543 | 86,500 | 50,000 | - |
| Gain on write-off of Accounts payable | 69,977 | - | - | - |
| Foreign exchange Loss | 22,089 | (13,417) | 10,579 | (11,703) |
| Unrealized exchange gain | 21,381 | - | (423,655) | - |
| Interest income | 495 | 747 | 495 | 371 |
| Other income | - | 2,100 | - | 1,050 |
| Net loss and comprehensive loss | 5,304,720 | 2,024,084 | 3,516,909 | 1,229,275 |
Stock-based compensation ("SBC") relates to the vested portion of the stock options issued to officers and directors on April 17, 2025, July 7, 2025 and August 27, 2025.
The CEO received $78,750 and $60,000 during the six-month periods ended September 30, 2025 and 2024. The CFO received $208,455 and $45,000 during the six-month periods ended September 30, 2025 and 2024. A company controlled by the Strategic Operations Partner received $632,009 and $504,554 during the six-month periods ended September 30, 2025 and 2024. The Finance Department received $128,433 and $15,331 during the six-month periods ended September 30, 2025 and 2024. Financing consultants received $153,448 and $60,000 during the six-month periods ended September 30, 2025 and 2024. The remainder of the fees were to consultants and administrative staff.
Fair value of warrants issued for debt relates to the bonus warrants issued to the lender. The fair value was calculated using the Black Scholes pricing model.
Advertising and promotion were $415,622 and $293,846 during the six-month periods ended September 30, 2025 and 2024, primarily related to financing activities and market making. Advertising and promotion are expected to be less than 2025 levels during the next year.
Engineering, fieldwork and technical reports were $313,907 and $49,679 during the six-month periods ended September 30, 2025 and 2024, primarily related to the preliminary economic analysis, permitting applications, and other exploration related work. Exploration and engineering costs are expected to increase as the permitting and project development continues to increase throughout 2025 and 2026.
Salaries were $241,663 and $nil during the six-month periods ended September 30, 2025 and 2024, related to the new President and an executive assistant. Salaries are expected to be decline during the next year.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Results of Operations (continued)
Finance fees were $63,318 and $nil during the six-month periods ended September 30, 2025 and 2024, related to term loan received on April 17, 2025. Finance fees are expected to be decline during the next year.
Loan interest and bank fees costs were $50,381 and $nil during the six-month periods ended September 30, 2025 and 2024. Loan interest relates to the term loan issued on April 17, 2025. Loan interest costs are expected to increase based on the loan remaining outstanding for longer periods.
The remainder of the expenses are generally consistent.
Stock-based compensation ("SBC") relates to the vested portion of the stock options issued to officers and directors on April 17, 2025, July 7, 2025 and August 27, 2025.
The CEO received $39,375 and $60,000 during the three-month periods ended September 30, 2025 and 2024. The CFO received $147,598 and $22,500 during the three-month periods ended September 30, 2025 and 2024. A company controlled by the Strategic Operations Partner received $293,767 and $451,500 during the three-month periods ended September 30, 2025 and 2024. The Finance Department received $67,796 and $15,331 during the six-month periods ended September 30, 2025 and 2024. The remainder of the fees were to consultants and administrative staff.
Fair value of warrants issued for debt relates to the bonus warrants issued to the lender. The fair value was calculated using the Black Scholes pricing model.
Advertising and promotion were $77,714 and $126,682 during the three-month periods ended September 30, 2025 and 2024, primarily related to financing activities and market making. Advertising and promotion are expected to be less than 2025 levels during the next year.
Travel costs were $22,424 and $83,038 during the three-month periods ended September 30, 2025 and 2024. The 2024 costs primarily related to land negotiations, land acquisition and equipment inspections. Travel costs are expected to be remain consistent at 2025 levels during the next year.
Engineering, fieldwork and technical reports were $313,907 and $905 during the three-month periods ended September 30, 2025 and 2024, primarily related to the preliminary economic analysis, permitting applications, and other exploration related work. Exploration and engineering costs are expected to increase as the permitting and project development continues to increase throughout 2025 and 2026.
Finance fees were $63,318 and $nil during the three-month periods ended September 30, 2025 and 2024, related to expensing the fees related to the term loan received on April 17, 2025. Finance fees are expected to be decline during the next year.
Regulatory and transfer agent fees were negative in the three-month period ended September 30, 2026 due to a re-classification of carrying costs. Regulatory and filing fees are expected to be remain consistent at current levels during the next year.
The remainder of the expenses are generally consistent on a quarter-by-quarter basis.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Summary of Quarterly Results (Unaudited)
| As at | 30-Sep-25 | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31-Dec-23 | |
|---|---|---|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | $ | $ | ||
| Cash | 839,470 | 2,844,447 | 9,018 | 127,692 | 160,520 | 532,584 | 108,007 | 196,486 | |
| Other Current Assets | 1,879,858 | 1,307,402 | 808,524 | 884,632 | 455,107 | 518,596 | 241,671 | 264,629 | |
| Right of Use Asset | 620,098 | 661,438 | 702,778 | 744,118 | 816,358 | 40,170 | 49,440 | 58,711 | |
| Loan Fee | - | 63,137 | - | - | - | - | - | - | |
| Property, Plant, Equipment | 296,005 | 423,735 | 352,970 | 199,127 | 663,581 | - | - | - | |
| Mineral Property Interests | 3,139,795 | 3,564,427 | 1,364,796 | 1,368,972 | 1,349,578 | 1,349,578 | 1,349,578 | 1,350,673 | |
| Total Assets | 6,775,226 | 8,864,586 | 3,238,086 | 3,324,541 | 3,445,144 | 2,440,928 | 1,748,696 | 1,870,499 | |
| Accounts Payable and Accrued Liabilities | 1,175,182 | 1,008,353 | 1,510,306 | 1,093,696 | 1,234,790 | 1,043,157 | 1,468,002 | 1,088,997 | |
| Lease Liability | 673,396 | 706,835 | 738,181 | 768,606 | 833,292 | 45,045 | 54,412 | 63,549 | |
| Due to Related Parties | 59,937 | 72,786 | 678,727 | 553,294 | - | - | - | - | |
| Subscriptions Received | - | - | 60,000 | 1,328,611 | 1,253,611 | - | - | - | |
| Term Loan | 1,468,740 | 1,468,740 | - | ||||||
| Share Capital | 14,674,499 | 14,780,314 | 11,217,466 | 8,900,118 | 8,633,782 | 8,633,782 | 6,829,123 | 6,819,082 | |
| Reserves | 7,441,874 | 5,909,178 | 2,327,215 | 1,929,164 | 1,923,500 | 1,923,500 | 1,806,906 | 1,775,906 | |
| Deficit | (18,598,528) | (15,081,620) | (13,293,809) | (11,248,948) | (10,433,831) | (9,204,556) | (8,409,747) | (7,877,035) | |
| Total Liabilities and Shareholders' Equity | 6,775,226 | 8,864,586 | 3,238,086 | 3,324,541 | 3,445,144 | 2,440,928 | 1,748,696 | 1,870,499 | |
| Quarters ended | 30-Sep-25 | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | 31-Dec-23 | |
| Revenue | - | - | - | - | - | - | - | - | |
| Operating Expenses and Other Items | 5,533,204 | 1,787,811 | 2,044,861 | 815,118 | 1,229,085 | 794,809 | 532,712 | 807,569 | |
| Loss and Comprehensive Loss for Period | 5,533,204 | 1,787,811 | 2,044,861 | 815,118 | 1,229,085 | 794,809 | 532,712 | 807,569 | |
| Basic and diluted loss per share | (0.06) | (0.02) | (0.03) | (0.01) | (0.02) | (0.01) | (0.01) | (0.01) | |
| Weighted average number of common shares outstanding | 94,193,964 | 81,626,360 | 76,678,212 | 67,702,063 | 67,641,193 | 59,184,799 | 54,140,843 | 54,140,843 |
During the period ended June 30, 2025, the Company renewed its Private mineral leases for five years for $1,783,961 (US$1,203,124).
During the period ended June 30, 2025, the Company received a term loan in the amount of $1,468,740 (US$1,000,000).
During the periods ended September 30, 2025 and June 30, 2025, the Company made deposits on certain production equipment per the terms of an asset purchase agreement.
During the periods ended September 30, 2025 and June 30, 2025, the Company granted options to lenders, senior management and directors. The Company recorded stock based compensation and fair value of warrants totaling $1,532,696 and $3,582,000, respectively.
The Company is exploring mineral resource properties and therefore has incurred losses and negative cash flows from operations. The Company's sole source of funding has been the issuance of common shares for cash, through private placement. The Company's ability to raise cash depends on various capital market conditions. There is no assurance that the Company will be able to obtain any additional financing on terms acceptable to the Company. The quantity of funds to be raised and the terms of any equity financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Actual funding requirements may vary from those planned due to a number of factors, including results of mineral exploration and evaluation of new business opportunities.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Liquidity and Capital Resources
The Company's business premises are currently located at 1680, 200 Burrard Street, Vancouver, British Columbia. As at September 30, 2025, the Company had cash and cash equivalents on hand of $839,470 (March 31, 2025 – $9,018).
During the six months ended September 30, 2025, cash used in operating activities was $4,609,963 (September 30, 2024 – $2,266,277), cash used in investing activities was $1,861,579, (September 30, 2024, $663,580), cash provided by financing activities was $7,301,995 (September 30, 2024 – $2,982,370). The increase in cash used in operating activities in the six months ended September 30, 2025, is primarily related to deposits on processing equipment, fieldwork and technical reports and consulting fees related to the Sage Plains property. The cash used in financing activities in the six months ended September 30, 2025 is related to the renewal costs of the Company's mineral leases. The cash used in investing activities in the six months ended September 30, 2025 is related to the issue of shares and the receipt of a term loan.
Shareholder's equity as at September 30, 2025, was $3,517,845 (March 31, 2025 – $310,872). The Company will need to raise additional capital to maintain operations at the current level. Although the Company has been successful in the past in raising the necessary funding to continue operations, there can be no certainty it will be able to do so in the future.
Off Balance Sheet Arrangements
As at September 30, 2025, there were no off-balance sheet arrangements to which the Company was committed.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Transactions with Related Parties
The Company has identified its directors and executive officers as its key management personnel. No post-employment benefits, other long-term benefits and termination benefits were made during the six months ended September 30, 2025 and 2024.
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Transactions: | ||
| Consulting Fees | ||
| Incurred from Wrenswood Capital Inc. | ||
| (a company controlled by Peter Hogendoorn, CEO) | $ 78,750 | $ 72,500 |
| Incurred from Roxel Cloud Inc. | ||
| (a company controlled by Rod Reum, CFO) | $ 208,455 | - |
| Incurred from Bill Grossholz Inc. | ||
| (a company controlled by Willian Grossholz (former CFO) | $ 9,660 | $ 57,665 |
| Incurred from TerraRock Industries Inc. | ||
| (a company controlled by Cydney Shapiro) | $ 632,793 | $ 504,554 |
| Incurred from TrustBridge Business Success | ||
| (a company controlled by Brandy Deford) | $ 128,433 | - |
| Salaries and Benefits | ||
| Timothy Mizuno, President and COO | $ 186,517 | - |
| Stock Based Compensation | ||
| Timothy Mizuno, President and COO | $ 423,905 | - |
| Peter Hogendoorn, CEO and Director | $ 566,768 | - |
| Matthew Lechtzier, Director | $ 147,853 | - |
| Gordon Ellis, Director | $ 147,853 | - |
| Stockwell Day, Director | $ 179,656 | - |
| Balances: | ||
| Accounts payable: TerraRock Industries Inc. | $ 58,696 | - |
| Accounts payable: Tim Mizuno, COO | $ 103,184 | - |
| Due from Peter Hogendoorn, CEO | $ 26,150 | $ 29,360 |
| Due from Rod Reum, CFO | $ 33,787 | - |
| Due from TerraRock Industries Inc. | $ nil | $ 84,014 |
Proposed Transactions
The Company has no unreported proposed transactions.
Critical Accounting Estimates
The Company has outlined the basis of its critical accounting estimates in Note 3 of the March 31, 2025, Financial Statements.
Changes in Accounting Policies – International Financial Reporting Standards (“IFRS”)
Future Changes in Accounting Policies
New accounting standards issued but not yet effective:
During the period ended September 30, 2025, the Company evaluated or adopted certain new accounting standards and pronouncements, none of which had a material impact on the Company's consolidated financial statements.
There are no other standards or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Company.
The Company has initially assessed that there will be no material reporting changes as a result of adopting the new standards, however, there may be enhanced disclosure requirements.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Financial Instruments and Other Instruments
The Company's financial instruments include cash and accounts payable. The risks associated with these financial instruments and the policies on how to mitigate these risks are set out below. Management manages and monitors these exposures to ensure appropriate measures are implemented on a timely and effective manner.
(i) Currency risk
The Company's functional currency is the Canadian dollar. The Company's operations in Canada and the United States creates exposure to foreign currency fluctuation. Some of the Company's operating expenditures are incurred in US dollar or Canadian dollar, and the fluctuation of foreign currencies with the US dollar will have an impact upon the profitability of the Company and may also affect the value of the Company's financial assets and liabilities. As at September 30, 2025, a 10% fluctuation in the value of the Canadian dollar relative to the US dollar would not have a material impact on the financial statements.
(ii) Interest rate risk
The Company is exposed to interest rate risk on the variable rate of interest earned on bank deposits. The fair value interest rate risk on bank deposits is insignificant as the deposits are short-term. The Company has not entered into any derivative instruments to manage interest rate fluctuations.
(iii) Credit risk
Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. To minimize the credit risk on cash the Company places the instrument with financial institution.
(iv) Liquidity risk
In the management of liquidity risk, the Company maintains a balance between continuity of funding and operating activities. Management closely monitors the liquidity position and expects to have adequate sources of funding to finance the Company's projects and operations.
Other MD&A Requirements
Share Capital
During the three-month period ended September 30, 2025, no shares were issued.
During the three-month period ended September 30, 2025, 250,000 options were exercised, 4,100,000 options were issued and 3,500,000 were terminated.
The authorized share capital consists of an unlimited number of common shares without par value.
As at September 30, 2025 and November 28, 2025 there were 105,617,633 common shares outstanding,
As at September 30, 2025 and November 28, 2025 there were 11,050,000 options outstanding.
As at September 30, 2025 and November 28, 2025 there were 1,267,200 broker warrants outstanding.
As at September 30, 2025 and November 28, 2025 there were 17,819,940 common share purchase warrants outstanding.
As at September 30, 2025 and November 28, 2025 there were 3,852,000 common shares held in escrow.
SUBSEQUENT EVENTS
a) On November 6, 2025, the CEO retired as on officer and director of the Company.
b) OOn November 18, 2025, the CFO retired as on officer of the Company.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
RISK FACTORS AND UNCERTAINTIES
The Company is pursuing the evaluation of a potash business and other business opportunities. Due to the nature of the Company's business and the present stage of its activities, many risk factors will apply. Prospective investors should carefully consider all information, including the risk factors set forth below, which are not all the risks and uncertainties that the Company may face. Additional risks and uncertainties that the Company are unaware of, or that the Company currently deem not to be material, may also become important factors that affect us. If any such risks actually occur, our business, financial condition or results of operations could be materially adversely affected, with the result that the trading price of the Shares could decline and investors could lose all or part of their investment. The negative effect of these risks, if any, on the Company's future business activities is unknown to the Company.
Current Negative Cash Flow
The Company has negative cash flow from operations in its most recently completed financial year. Any funds raised may not be sufficient to pay for all of our activities, and the Company may require additional financing to meet such requirements. There can be no assurance that the Company will be able secure financing on acceptable terms or raise any funds at all. Any failure to obtain required financing may jeopardize the ability of the Company to remain as a "going concern" or lead to a material adverse effect on our operations, liquidity and financial condition.
Limited Operating History
The Company has a limited operating history, and no revenue. As such, the Company is subject to the many risks common to early-stage enterprises such as limited access to capital, personnel, and other resources, as well as a lack of track record to base future performance. There is no assurance that our business will be successful or profitable.
Speculative Nature of Mineral Exploration and Development
The exploration and development of mineral properties are highly speculative activities and are subject to significant risks, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production. Very few mineral exploration projects actually become producing mines. Substantial expenditures are needed to establish a viable mine, as it requires a lengthy process to explore the property to determine its geological features; ascertain the potential mineral deposits; investigate the economic feasibility of extracting the minerals; and to develop the facilities and infrastructure necessary for production. No assurance can be given that our mineral properties will ultimately have a body of commercial ore, either in sufficient quantities or with grades and appropriate geological structures to justify development. Moreover, until the Company enters into commercial production, no revenues will be generated from our mineral properties.
During the lengthy process of exploration and development, the availability of capital will be affected by a wide range of factors, many beyond our control. Funding will be affected by mineral prices, socio-economic and geopolitical changes, financial market conditions, government regulation, technological developments which may affect demand for a particular mineral, amongst other things. Any inability to obtain the necessary capital to explore or develop a project may result in delays or even a complete cessation of operations. Finally, notwithstanding the availability of capital, a mineral project may ultimately prove unprofitable due to timing, as mineral prices may be too low at the point of development or production.
Uncertainty of Potash Prices
The economic viability of our operations and the value of our securities depend significantly on commodity prices. Potash prices fluctuate in response to the global supply and demand for potash, which in turn are affected by
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
unpredictable economic and geo-political conditions. Demand for potash is driven by the global food supply system which creates the need for crop nutrients. The factors which affect the global food supply system are too numerous to list but include considerations such as economic stability, population growth, changes in the agricultural industry, changing dietary habits and regulatory requirements. Lack of access to credit, high interest rates, trade disputes, tariffs and other restrictions may lead potash purchasers to curtail their consumption, thus lowering demand. Innovations such as fertilizer substitutes or seeds which require less nutrients may also reduce demand.
The supply of potash is affected by the capacity of existing producers, agricultural productivity, climate and weather conditions, raw material costs and availability, trade policies, interest and foreign exchange rates, new entrants to the industry, amongst other things. Geo-political developments play an important role in the supply of potash as the top producers are concentrated in a few countries. Russia and Belarus, being the second and third largest sources of potash respectively, are currently under trade sanctions due to the Russia-Ukraine conflict. The disruption to the potash supply chain has led to a rise in potash prices, but it is entirely unpredictable how long the war in Ukraine will last and how a prolonged conflict will affect potash supply. There is no assurance that potash prices will stay at its current levels.
Cyclical Nature of Potash Industry
The potash industry tends to be cyclical. Periods of high demand lead to expansion of existing mines, increased capacity utilization and investment in new projects. Such growth continues until the market is oversaturated, when then results in declining prices and profitability and ultimately a reversal in capacity utilization, until the decrease in production leads to supply shortages and a revival of demand. The cyclical nature of the industry affects our ability to attract capital and to sustain operations during periods of low demand, which could have a material adverse effect on our financial results and profitability.
Title Risk and Overlapping Leases
Although the Company has made every effort to ensure that legal title to our mineral properties is secure, it is possible that title may be subject to prior unregistered agreements of transfer and other undetected defects. Any impairment or defect in the Company's title to our mineral properties may adversely affect our business and financial condition as the Company would not be able to enforce certain rights over our mineral claims or be constrained in our ability to conduct work on our properties.
As discussed in the Technical Report, the Property consists of mineral leases from the State of Utah which allows the Company certain rights to the surface and subsurface lands for the purposes of mineral exploration and development. The land parcels comprising the Property is also leased by Valence Resources, LLC but for the purposes of exploring and developing oil, natural gas, associated hydrocarbons and helium. The Company is negotiating a co-development agreement with Valence Resources, LLC. Absent such an agreement, the overlapping leases may lead to disputes with respect to surface and subsurface rights, and access to the Property in general, all of which could significantly hinder our ability to conduct activities on the Property.
Inability to Raise Capital
The Company will require significant capital to achieve our business objectives, and there is no assurance that the Company will be able to raise the necessary funds to do so or be able to secure financing on favorable terms. Our ability to raise money depends on the state of capital markets, our attractiveness as a business compared to our competitors, the amount of funding that the Company is seeking, whether our shares are listed on a stock exchange at the time and our ability to find financiers willing and able to provide such financing. Some of these variables are beyond our control. If the Company fail to raise the required amount of capital at a given time, the Company may be forced to discontinue certain products or operations, reduce or forego sales and marketing activities, and/or cut back on staff. Furthermore, not procuring sufficient capital may place our business as a going concern into jeopardy.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Even if the Company were able to raise the requisite amount of money when needed, such financings may have undesirable effects. If the Company were to raise money through equity financings, our shareholders' ownership interest will be diluted, and the terms of the equity securities may include liquidation or other preferences that may adversely affect our shareholders' rights. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If the Company raises additional capital through government or other third-party funding, marketing and distribution arrangements or other collaborations, strategic alliances or licensing arrangements with third parties, the Company may have to relinquish valuable rights to our products, future revenue streams, research programs or to grant licenses on terms that may not be favorable.
Inaccurate Estimates of Mineral Resources
The mineral resource estimates the Company publishes from time to time with respect to our properties are estimates only and no assurance can be given that any particular level of recovery of minerals will in fact be realized or that an identified resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations, inaccurate or incorrect geologic, metallurgical or engineering work, and work interruptions, among other things. Short-term factors, such as the need for orderly development of deposits or the processing of new or different grades, may have an adverse effect on mining operations or the results of operations. There can be no assurance that minerals recovered in small-scale laboratory tests will be duplicated in large-scale tests under on-site conditions or in production scale operations. Material changes in resources, grades, stripping ratios or recovery rates may affect the economic viability of projects. The estimated resources described herein should not be interpreted as assurances of mine life or of the profitability of future operations. The Company has engaged expert independent technical consultants to advise it with respect to mineral resources and project engineering, among other things. The Company believes that those experts are competent and that they have carried out their work in accordance with all internationally recognized industry standards. However, if the work conducted by those experts is ultimately found to be incorrect or inadequate in any material respect, the Company may experience delays and increased costs in developing our properties.
Inaccurate Forecasts
The Company cannot forecast our revenues and expenses with accuracy, due to the fact that predictions are inherently difficult to make. Many factors may affect the actual revenues to be earned, including but not limited to the terms of the agreement that the Company enter into with a potential partner, economic conditions, actual demand for potash, the effectiveness of marketing by ourselves or our partners and actions taken by our competitors. Many other factors also affect the actual expenses the Company incurs, including but not limited to a sharp increase in inflation or raw material prices, changes in interest rates, unexpected breakdown of equipment, unanticipated delays in our supply chain or any other unforeseen expenditures. If our actual revenues or expenses differ significantly from our forecasts, The Company may experience a cash shortage or be forced to reallocate resources to remedy any problems arising from the variance, either of which may have a material adverse effect on our financial condition and profitability.
Force Majeure Events
The Company may be negatively affected by force majeure events, which are incidents that are beyond our control or reasonable foresight. Examples of force majeure events include, but not limited to, an act of God or natural disasters, acts of terrorism, voluntary or involuntary compliance with any regulation, law or order of any government, acts of war (whether war be declared or not), labor strike or lock-out, civil commotion, epidemic, failure or default of public utilities or common carriers, destruction of production facilities or materials by fire,
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
earthquake, storm or like catastrophe. These events may prevent us from carrying on business, restrict our access to supplies or customers, or inflict damage on our assets.
A pertinent force majeure event is the COVID-19 pandemic which is still persisting as of the date hereof. The COVID-19 pandemic is expected to have a material effect on our business, financial condition or results of operations. Since March 2020, nations around the world have imposed quarantines and restrictions on travel and commercial activities in order to avoid congregations of people. These measures have created disruptions in supply chains and caused shortages of materials, labor and other resources. While the Company has not been seriously affected by the restrictions from a logistical standpoint, if the restrictions were to continue for an extended period, The Company may not be able to carry out certain activities or suffer delays due to an inability to procure materials, labor or other resources in a timely manner.
More significant is the global financial fallout arising from the outbreak of the coronavirus. Unemployment and business shutdowns have increased dramatically since the onset of the pandemic, and there is no assurance that this trend will end in the near future. If there is an economic slowdown, the demand for our products and services may decline, as consumer spending on discretionary items typically contracts in such situations. Moreover, an economic slowdown may restrict our access to capital.
Mineral Exploration Risks
Mineral exploration is inherently dangerous. Exploration activities are often carried out in areas with poor infrastructure, environmental hazards, and/or treacherous ground conditions including landslides, cave-ins, flooding, fire and rock bursts. Exploration activities may also be hindered by inclement weather conditions, power outages, industrial accidents, or an inability to obtain suitable or adequate machinery, equipment or labor. If any of these risks were to materialize, it could cause injury or loss of life, environmental damage, operational delays, loss of insurance, monetary losses and/or severe damage to or destruction of mineral properties, production facilities or other assets, which in turn may lead to legal and/or regulatory liability, as well as suspension or cessation of operations.
Competition
Mining is a competitive industry, and the Canadian junior mining sector in particular is very active with numerous companies all competing for the same investment capital, business opportunities, personnel and other resources necessary to conduct exploration and development. Some of our competitors have far greater assets, which puts the Company at a disadvantage in terms of being able to attract investors, skilled labor, and other resources and not being able to acquire them may mean that the Company will not be able to command the kind of operating margins or market share that it would be able to in the absence of competitors. Moreover, the Company has to expend considerable efforts to compete with other mining companies; such competitive pressures may have a material adverse effect on us.
Stock Market Volatility
Securities of mining companies often experience substantial volatility, due to factors unrelated to the financial performance or prospects of the companies involved. These factors include macroeconomic developments around the world, and market perceptions of the attractiveness of particular industries. Accordingly, the market price of our securities may not reflect our financial performance or long-term value and may fluctuate in response to factors beyond our control. There is no assurance that investors will realize any gains on our securities.
Permits and Licenses
Our operations will require licenses and permits from various governmental authorities, which have been applied for and/or will be applied for at the proper time. There can, however, be no assurance that the Company will be able to obtain all necessary licenses and permits required to carry out exploration, development and mining operations of our projects.
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
Changes in Law
As laws and regulations in Canada and the USA evolve, the Company may be negatively affected by certain changes in legislation. The scope of laws applicable to the Company is extensive and include but is not limited to laws regarding mining, environmental protection, securities, employment standards and taxation. Any amendments or enactments of laws and regulations relating to the development, production, marketing and distribution of our products and services will have a significant impact on our finances. The Company may be required to modify our product or service specifications; implement measures to enhance safety, efficacy, or transparency; comply with increased documentation or governance procedures; or pay additional tariffs or taxes. The Company would be facing similar risks with respect to changes in securities laws if our Shares are listed on the Exchange. The cost of compliance with laws and regulations includes not just the actions necessary to comply with the legislation, but also to the expense of understanding and interpreting the legislation.
Our exposure to risk arising from changes in law increases with doing business in other countries. The laws of foreign nations may be very different from those in Canada and sometimes unclear. The Company may encounter difficulties in interpreting such laws and the Company may be less able to anticipate any upcoming changes due to our unfamiliarity with another legal regime. Considerable expense may be incurred to comply with foreign laws and regulations.
Loss of Key Personnel
The Company may not be able to attract or retain employees necessary to carry out certain key functions for our company. Although the Company strive to provide competitive compensation packages to our employees, it may not be enough to recruit the right candidates or keep employees from terminating their employment with the Company at any time. It takes time to find and train replacements for vacated positions, and consultants are not necessarily affordable or available to fill the gap. Any loss of key personnel will force us to reallocate resources in order to recruit and train replacements for the departed employees, and this may cause us to suffer financial losses or impede our growth. If the Company is unable to find suitable candidates for key personnel, the unfilled positions could seriously affect our ability to produce and market our products and services effectively.
Environmental Regulation
Our operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions on spills, releases or emissions or various substances produced in association with certain mining industry operations, such as seepage from tailings disposal areas, which would result in environmental pollution. A breach of such legislation may result in the imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are becoming more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and their directors, officers and employees. The cost of compliance with changes in governmental regulations has the potential to reduce the profitability of future operations. The Company may become subject to liability for pollution or hazards against which it cannot insure or again which it may elect not to insure where premium costs are disproportionate to our perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.
Foreign Exchange Risk
The Company intends to sell products and services in other countries, and since the Property is located in the United States, many of our suppliers and contractors will be paid in American dollars. Therefore, the strengthening or weakening of the Canadian dollar versus other currencies will affect the translation of our net revenues generated in these foreign currencies into Canadian dollars, and similarly, the Company may be forced to pay
SAGE POTASH CORP.
Management Discussion and Analysis
For the period ended September 30, 2025
higher prices for certain ingredients that the Company import if the Canadian dollar weakens against the currency of the exporting country.
Litigation Risk
From time to time in the ordinary course of business, the Company may be sued or be involved in various legal proceedings, be it commercial, securities, employment, class action and other claims, or be subject to governmental or regulatory investigations and proceedings. Such matters can be expensive, difficult, time-consuming and unpredictable. Moreover, should the Company be unsuccessful in such legal proceedings, the Company may be compelled to pay monetary damages. Any of the foregoing events may have a material adverse effect on our financial condition and profitability.
Uninsurable Risks
The Company may be subject to risks which are uninsurable or against which the Company may opt out of insuring due to the high cost of insurance premiums or other factors. If such risks result in a liability for the Company, payment of the liability will reduce our cash flow and may have a material adverse effect on our financial condition and profitability.
APPROVAL
The Board of Directors of the Company has approved the disclosure contained in this MD&A on November 28, 2025.