Legal and Cautionary Notes

Legal and Cautionary Notes


Forward-Looking Statements

Except for statements of historical fact, this website contains “forward-looking information” within the meaning of securities legislation, including the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation, and are collectively referred to herein as “forward-looking statements”.  The Company does not undertake to update any forward-looking statements contained in this website, except in accordance with applicable securities laws.

Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results of the Company to be materially different from those expressed or implied by such forward-looking statements.  The material assumptions upon which such forward-looking statements are based include, among others:  that the demand for potash will develop as anticipated; that the price of potash will remain at levels that will render the Company’s potash projects economic; that operating and capital plans will not be disrupted by issues such as mechanical failure, unavailability of parts and supplies, labour disturbances, interruption in transportation or utilities, or adverse weather conditions; that the Company will continue to have the ability to attract and retain skilled staff; and that there are no material unanticipated variations in the cost of energy or supplies, or in the pre-production capital and operating cost estimate as disclosed in the Company’s Pilot Study.  

Forward-looking statements include, but are not limited to, statements with respect to the effect and estimated timeline of the drilling and assay results on the Company, the estimation of mineral resources, the timing and amount of estimated future exploration, costs of exploration, capital expenditures, success of exploration activities, permitting time lines and permitting, government regulation of mining operations, environmental risks, unanticipated reclamation expenses and title disputes or claims.  Generally, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects”, “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “does not anticipate”, “believes” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will be taken”, “occur” or “be achieved”.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by the forward-looking statements.  Such factors include, among others: future prices of potash; possible variations in mineralization, grade or recovery rates; actual results of current exploration activities; actual results of reclamation activities; conclusions of future economic evaluations; changes in project parameters as plans continue to be refined; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; delays and other risks related to joint venture operations; timing and receipt of regulatory approvals of operations; the ability of the Company and other relevant parties to satisfy regulatory requirements; the availability of financing for proposed transactions and programs on reasonable terms; the ability of third-party service providers to deliver services on reasonable terms and in a timely manner; and delays in the completion of development or construction activities.  Other factors that could cause the actual results to differ include: market prices; results of exploration; availability of capital and financing on acceptable terms; inability to obtain required regulatory approvals; unanticipated difficulties or costs in any rehabilitation which may be necessary; market conditions; and general business, economic, competitive, political and social conditions.

Although management of the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.  There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.


National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Cautionary Notes

This website may contain information regarding a historical mineral resource.  A qualified person has not done sufficient work to classify the historical estimate as current mineral resources or mineral reserves.  The Company is not treating the historical estimate as current mineral resources or mineral reserves.

The Company has prepared and filed an NI 43-101 Technical Report titled “NI 43-101 Technical Report Summarizing the Scoping Study for a Pilot Scale Selective Solution Mining Operation on the Milestone Project (Subsurface Mineral Lease KLSA 008), Saskatchewan” dated August 4, 2015 and effective July 2, 2015 (the “Pilot Study”). The report was prepared by Agapito Associates, Inc. and Novopro Projects Inc. The economic analysis used in the report was based on measured and indicated resources. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

The Pilot Study is a preliminary economic assessment, is preliminary in nature and includes inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that inferred resources will be converted to the measured and indicated categories, that the measured and indicated resources will be converted to the proven and probable mineral reserve categories and there is no certainty that the Pilot Study will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability; the estimate of mineral resources in the Pilot Study may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.

The projected mining method, potential production profile and plan and mine plan referred to in the Pilot Study and this website are conceptual in nature and additional technical studies will be required in order to fully assess their viability. There is no certainty that a potential mine will be realized or that a production decision will be made. A mine production decision that is made without a feasibility study carries additional potential risks that include, but are not limited to, the inclusion of inferred mineral resources, which are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. Mine design and mining schedules, metallurgical flow sheets and process plant designs will require additional detailed work and economic analysis and internal studies to ensure satisfactory operational conditions and decisions regarding future targeted production.

To the extent that the use of the terms “ore,” “mineable” “production,” and “mining” occurs on this website or in the Pilot Study, its use is intended solely to differentiate between mineralized material (including dilution) above an economic cut-off grade and waste rock; there is no inference of mineral reserves

Qualified Persons under NI 43-101

Please refer to the specific document accessible, cross-referenced or otherwise referred to on this website for the description of the particular applicable qualified person(s) in respect of that document. For general purposes, please note the following.
The Pilot Study was read and approved by Dr. Douglas F. Hambley, P.E. (US), P.Eng. (SK), P.G. (US), Dr. Bo Yu, P.E. (US) and James Brebner, Eng. (QC), all independent Qualified Persons, as defined by NI 43-101. The Pilot Study has been prepared by Agapito Associates, Inc. and Novopro Projects Inc.  

The in-house Qualified Persons for the purposes of NI 43-101 guidelines are J. Patricio Varas, P.Geo., and Dean Pekeski, P.Geo., both of whom have reviewed and approved the scientific and/or technical contents of this website.

Caution Regarding Adjacent or Similar Mineral Properties

This website contains information with respect to adjacent or similar mineral properties in respect of which the Company has no interest or rights to explore or mine.  The Company advises US investors that the mining guidelines of the US Securities and Exchange Commission (the “SEC”) set forth in the SEC’s Industry Guide 7 strictly prohibit information of this type in documents filed with the SEC.  The Company is exempt from the requirements of Industry Guide 7 pursuant to the Canada-US Multi-Jurisdictional Disclosure System.  Readers are cautioned that the Company has no interest in or right to acquire any interest in any such properties, and that mineral deposits on adjacent or similar properties are not indicative of mineral deposits on the Company’s properties.


Caution Regarding Reference to Resources and Reserves

NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.  The disclosure in this website may use terms that comply with reporting standards in Canada.  In addition, the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource”, “inferred mineral resource”, “probable mineral reserve” and “proven mineral reserve” are defined in and required to be used by the Company by NI 43-101; however, these terms are not defined terms under SEC Industry Guide 7 and normally are not permitted to be used in reports and registration statements filed with the SEC.  Investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into mineral reserves.  “Inferred mineral resources” have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility.  Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances.  It cannot be assumed that all or any part of the measured mineral resources, indicated mineral resources or inferred mineral resources will ever be upgraded to a higher category.

Accordingly, information contained in this website containing descriptions of the Company’s mineral deposits may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.


General Disclaimer

The Company has taken all reasonable care in producing and publishing information contained on this website, and will endeavour to do so regularly.  Material on this website may still contain technical or other inaccuracies, omissions, or typographical errors, for which the Company assumes no responsibility.  The Company does not warrant or make any representations regarding the use, validity, accuracy, completeness or reliability of any claims, statements or information on this website.  Under no circumstances, including, but not limited to, negligence, shall the Company be liable for any direct, indirect, special, incidental, consequential, or other damages, including but not limited to, loss of programs, loss of data, loss of use of computer of other systems, or loss of profits, whether or not advised of the possibility of damage, arising from your use, or inability to use, the material on this website.  The information is not a substitute for independent professional advice before making any investment decisions.  Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this website, except for personal use unless you have obtained our express permission.

The Toronto Stock Exchange has not reviewed the information on this website and does not accept responsibility for the adequacy or accuracy of it.

Third Party Links

The Company has provided links from this website to several other websites or information contained on other websites, which are arms-length to the Company.  The viewer should be aware that in linking to these outside websites, he or she is leaving the Company’s website and that the Company is not responsible for the content of any other website.

Internet Software or Computer Viruses

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website.  Computer viruses or other destructive programs may also be inadvertently downloaded from the website.  The Company shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

Website Provided as a Service Only

This website is not intended as a solicitation of an offer to buy or an offering to sell securities of the Company in any jurisdiction and the information contained herein in no way should be construed or interpreted as such.  No securities commission or other regulatory authority in Canada, the United States or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by the Company to that effect.  The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to the Company and should not be used for the purpose of making investment decisions concerning the Company’s securities.

Stock Quotes

All stock quotes on this website are delayed unless otherwise stated.  All stock quotes and historical stock price data are provided by third party service providers and are provided for information purposes only, and are not intended for trading purposes.  If you are contemplating trading in the Company’s securities, we strongly advise you to seek independent professional advice before making any investment decision.  The Company makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of such information provided herein.