American Potash Announces Proposed Private Placement

NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

VANCOUVER, August 7, 2024 - American Potash Corp. (CSE:KCL) ("American Potash" or the "Company") is pleased to announce a non-brokered private placement of up to 13,000,000 units ("Units") at a price of $0.05 to raise gross proceeds of up to $650,000 (the "Private Placement"). Each Unit will consist of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional common share at an exercise price of $0.10 for a period of two years following closing of the Private Placement.

The Company may pay finder's fees in the amount of 7% cash and issue finder's warrants equal to 7% of the number of Units placed by such finder on all or a portion of the Private Placement. The finder's warrants will have the same terms of the Warrants forming part of the Units.

The Company intends to use the net proceeds of the Private Placement for permitting on its properties and for working capital. Completion of the Private Placement remains subject to the approval of the Canadian Securities Exchange.

On behalf of the Board of Directors

Dean Besserer, President & CEO

Cautionary Statements Regarding Forward Looking Information

This news release contains forward-looking information within the meaning of applicable securities legislation. Forward-looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Such statements include, without limitation, statements regarding the statements regarding completion of the Private Placement and the use of the net proceeds of the Private Placement. Although the Company believes that such statements are reasonable, it can give no assurances that such expectations will prove to be correct. All such forward-looking information is based on certain assumptions and analyses made by the Company in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors management believes are appropriate in the circumstances. This information, however, is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Important factors that could cause actual results to differ from this forward-looking information include the Company's ability to locate suitable investors for the Private Placement or obtain the approval of the Canadian Securities Exchange, management's discretion to re-allocate the net proceeds of the Private Placement, as well as those described under the heading "Risks and Uncertainties" in the Company's most recently filed MD&A. The Company does not intend, and expressly disclaims any obligation to, update or revise the forward-looking information contained in this news release, except as required by law. Readers are cautioned not to place undue reliance on forward-looking information.

CONTACT:
1100-1199 West Hastings St.
Vancouver, BC Canada V6E 3T5
T 780 916 5782
E deanb@americanpotash.com

SOURCE: American Potash Corp.