Boost Capital Corp. Announces Proposed Qualifying Transaction With Holle Potash Corp.

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.


Boost Capital Corp. ("Boost") (TSX VENTURE:BST.P), a capital pool company as
defined under Policy 2.4 of the TSX Venture Exchange (the "Exchange"), is
pleased to announce that it has entered into an agreement (the "Letter
Agreement") dated February 12, 2012 for the arm's length acquisition of 100% of
the common shares (the "Holle Shares") of Holle Potash Corp. ("Holle"), a
company incorporated under the Canada Business Corporations Act. Pursuant to the
terms of the Letter Agreement and subject to completion of satisfactory due
diligence and receipt of all necessary regulatory and Exchange approvals, the
proposed acquisition of Holle will qualify as Boost's "qualifying transaction"
as defined in Policy 2.4.


About Holle Potash Corp.

Holle is a mining exploration corporation, formed by amalgamation on September
2, 2008, that has more than fifty shareholders, but is not a reporting issuer,
headquartered in Longueuil, QC, whose primary business is potash exploration and
development projects in the Republic of Congo ("ROC").


In 2010, Holle entered the Republic of Congo with the objective of acquiring
potash explorations targets, with a strong focus on the Koilou region located in
Point-Noire. According to Holle, the region represents one of the most
prospective areas for potash (Carnallite) in the world (potash basin) based on
historical data provided by the Ministry of Mines of ROC and the NI 43-101
Technical Report (the "Report") completed for Holle on June 22, 2011 and
subsequently revised. The Report was prepared by geologist Doug F. Hambley from
Agapito and Associates Inc. Holle has entered into a share purchase agreement on
August 27, 2010 with Afrimines S.A. (a Congolese corporation) ("Afrimines")
whereas Holle purchased all the issued and outstanding shares of Afrimines,
Afrimines thus becoming a wholly-owned subsidiary of Holle. By this acquisition,
Holle acquired an interest in two mining Exploration Licenses (Manenga and
Tchitondi) in the ROC (the "Licenses"). The Licenses cover 681 km2 and are valid
until June 2013.


Financial Information

On the basis of the consolidated audited financial statements for the year ended
October 31, 2010, Holle had total assets of $3,562,351, liabilities of
$2,230,012, a shareholders' equity of $1,332,339 and working capital of $13,937
(as of the date of the present press release, Holle has a cash position of
$600,000).


About the Proposed Transaction

Boost and Holle have agreed to combine their businesses by means of a triangular
amalgamation (the "Amalgamation"). The Amalgamation will effectively provide for
the acquisition of all of the outstanding equity interests of Holle by Boost
indirectly through a wholly owned federally incorporated subsidiary of Boost
(the "Amalgamation Entity") in a transaction in which the shareholders of Holle
will receive shares of Boost (the "Boost Shares") and, if applicable,
convertible securities of Boost. As a result of the Amalgamation of Amalgamation
Entity and Holle (the "Amalgamated Corporation"), Boost will become the sole
beneficial owner of all of the outstanding shares of Amalgamated Corporation.


The Amalgamation will result in Boost issuing to Holle shareholders one Boost
Share for each Holle Share held, and the convertible securities of Holle will be
exchanged for convertible securities of Boost on the same terms and conditions
attached to such convertible securities prior to the Amalgamation.


As at the date hereof, there are 6,000,000 Boost Shares issued and outstanding
and convertible securities (options) exercisable for 760,000 Boost Shares, and
112,997,985 Holle Shares issued and outstanding and convertible securities
exercisable for 27,560,200 Holle Shares, not taking into account the Holle
Shares to be issued pursuant to the Private Placement (defined below).
Accordingly, if the Amalgamation were to be completed today, Boost would issue
an aggregate of 112,997,985 Boost Shares at a price of $ 0.35 per share to the
shareholders of Holle.


Following completion of the Amalgamation and the Private Placement (assuming the
maximum Private Placement is achieved (not including the Over-allotment Option
(defined below)) the former shareholders of Holle will own approximately 71.07%
of the Boost Shares, current shareholders of Boost will hold approximately 3.77%
of the Boost Shares and subscribers in the Private Placement will hold
approximately 25.16% of the Boost Shares. Accordingly, the Amalgamation will
constitute a reverse take-over of Boost.


The Amalgamation is an arm's length transaction and therefore is not a related
party transaction. As a result, no meeting of Boost shareholders is required as
a condition to completion of the Amalgamation.


Following completion of the Amalgamation, the Amalgamated Corporation will be a
wholly owned subsidiary of Boost. The parties also agreed that, subject to
Exchange approval, a finder's fee of $40,000 will be payable to EAM Inc. ("EAM")
in connection with the Amalgamation, the whole as provided for in the Exchange's
policies. EAM is an entity which acts at arm's length with both Boost and Holle.


All parties shall use their good faith efforts to complete and be in a position
to execute a definitive agreement relating to the Amalgamation on or before
March 15, 2012 (or such other date as may be mutually agreed to by Boost and
Holle).


Concurrent Private Placement

Concurrently with the execution of the Amalgamation, Holle has engaged Salman
Partners Inc. (the "Agent") to act as lead agent in connection with a brokered
"best efforts" private placement of subscription receipts (the "Subscription
Receipts") of Holle at an issue price of $0.35 per Subscription Receipt (the
"Issue Price") to raise aggregate gross proceeds of up to $14,000,000 (the
"Private Placement"). The Agent has the option (the "Over- allotment Option") to
increase the size of the Private Placement by up to 15% by giving notice to
Holle prior to the closing of the Private Placement. The gross proceeds of the
Private Placement, less the expenses of the Agent payable by Holle, are to the
deposited in escrow pending satisfaction of all conditions precedent to the
Amalgamation and the obtaining of all required director and third party
approvals for the Amalgamation, in each case to the satisfaction of the Agent
and Holle not being in breach of various covenants (collectively, the "Escrow
Release Conditions").


Each Subscription Receipt will automatically be exercised without payment of any
additional consideration and without any further action by the holder thereof,
into one unit (each, a "Unit") of Holle upon satisfaction of the Escrow Release
Conditions, subject to adjustment in certain events. Each Unit shall be
comprised of one Holle Share and one-half of one common share purchase warrant
(each whole common share purchase warrant, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase an additional Holle Share (each, a
"Warrant Share") at an exercise price of $0.45 per Warrant Share at any time
prior to the date that is two (2) years from the date of trading of the Boost
Shares on the Exchange following the completion of the Amalgamation, subject to
adjustment in certain events.


The Private Placement is anticipated to close in mid-to-late April 2012. If the
Escrow Release Conditions are not satisfied prior to 5:00 pm on June 29, 2012
(the "Escrow Deadline"), the Escrowed Funds plus accrued interest shall be used
by Holle to repurchase the Subscription Receipts for cancellation at a price per
Subscription Receipt equal to the issue price.


For the Agent's services in connection with the Private Placement, Holle has
agreed to pay to the Agent a cash commission equal to 6.0% of the gross proceed
(the "Commission") realized by Holle in respect of the sale of Subscription
Receipts. As additional consideration for the services of the Agent, Holle has
agreed to the Agent compensation options (the "Compensation Options") entitling
the Agent to subscribe for that number of Holle Shares as is equal to 6.0% of
the total number of Subscription Receipts sold pursuant to the Private
Placement. Each Compensation Option will be exercisable for a period of two (2)
years following the date of trading of the Boost Shares on the Exchange
following the completion of the Amalgamation at an exercise price equal to the
Issue Price.


The net proceeds from the Private Placement will be used for the drilling of ten
(10) wells in two (2) phases; three (3) wells to determine the optimal location
and a further seven (7) wells to confirm preliminary brine field potential. A
portion of the funds raised will also be used for general working capital and
general corporate purposes.


Completion of the Amalgamation is conditional upon all necessary regulatory
approvals, including the approval of the Exchange, closing of the concurrent
Private Placement, and other conditions which are typical for a business
combination transaction of this type.


After giving effect to the Amalgamation, it is expected that Boost will carry on
business under the name "Holle Potash Corp." (or such other name as may be
acceptable to applicable authorities) and the Boost Shares are expected to be
listed on the Exchange under a new trading symbol.


Proposed Management

The proposed management of Boost following the completion of the Amalgamation
will include:


CHRISTIAN OKOUNA (DIRECTOR / CHAIRMAN)

Christian Okouna is presently the Chairman of the Board of Holle. Mr. Okouna has
extensive experience in business ventures worldwide accompanied with strong ties
to the ROC government. He is responsible for the founding of the Company Zanaga
Iron Ore., which is listed on the London Stock Exchange and is performing
strongly to-date. Previously, Mr. Okouna was with MagIndustries as its business
development manager and as General Manager of MagAlloy Congo S.A. Mr. Okouna was
responsible for assembling all of Magindustries' assets in ROC. Other
outstanding accomplishments include the formation of such companies as Congo
Gold S.A., Cominvest S.A. (partner of Sundance, an Australian venture) and MPD
Congo S.A. Mr. Okouma currently resides in Johannesburg, South Africa.


JOEL GERBORE (CEO AND DIRECTOR)

Joel Gerbore is currently the President of Holle. Having a strong amount of
relationships and being well- connected in the West African political sphere, as
well as Europe and North America, Mr. Gerbore has been in the consultation field
for more than twenty years. Major companies like Hydro Quebec, National Bank of
Canada and D.M.R. have benefited from his expertise in project management as
well as business planning and re-engineering of business processes. His business
acumen covers the European marketplace as well as North America. Mr. Gerbore has
a Masters degree in Arts from the University of Montreal, in Canada and a
university degree from the Universite de Bordeaux in France. Mr. Gerbore resides
in Varennes, Quebec.


CLAUDE AYACHE (CFO)

Claude Ayache is presently the vice-president of finances of Holle. With over 25
years of experience, including at the CFO and Director level of public companies
in Canada and the United States. Claude provides public companies and reporting
issuers with the necessary support to meet the increasing demand of the
regulators. In addition, Exadyn provides assistance in developing financial
projections and business plans for entrepreneurs seeking the support of a strong
financial executive with extensive public company experience as well as turn-
around and operational experience on an as needed basis.


Mr. Ayache's approach has always been to merge his capital markets expertise
with that of his financial accounting knowledge to help clients meet their goals
and supply the services they require. Claude's expertise spans the following
industries: Asset-based Lending, Distribution, Life/Health Sciences, Film &
Entertainment, Financial Services, Forestry, Manufacturing, Mining (exploration
and extraction), Oil & Gas, Technology as well as not for profit, with projects
that have led him to all continents, with the exception of Australia and
Antarctica. Mr. Ayache holds an accounting degree from Concordia University and
is a qualified CMA. Mr. Ayache resides in Toronto, Ontario.


In addition to the foregoing, one or more additional directors will be appointed
in compliance with the polices of the Exchange.


Sponsorship of Qualifying Transaction

Boost intends to make application to Exchange that the Qualifying Transaction
should be exempt from sponsorship requirements in accordance with Policy 2.2 of
the Exchange. However, there can be no assurance that Boost will obtain such
exemption.


The information in this press release related to Holle, its business and the
proposed management of Boost following the completion of the Amalgamation was
provided to Boost by Holle.


Completion of the transaction is subject to a number of conditions, including
but not limited to, Exchange acceptance and if applicable pursuant to Exchange
Requirements, majority of the minority shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as
proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular or filing statement to be prepared in connection with the transaction,
any information released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the securities of
a capital pool company should be considered highly speculative.


The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the contents of
this press release.


The information in this news release includes certain information and statements
about management's view of future events, expectations, plans and prospects that
constitute forward looking statements. These statements are based upon
assumptions that are subject to significant risks and uncertainties. Because of
these risks and uncertainties and as a result of a variety of factors, the
actual results, expectations, achievements or performance may differ materially
from those anticipated and indicated by these forward looking statements.
Although Boost believes that the expectations reflected in forward looking
statements are reasonable, it can give no assurances that the expectations of
any forward looking statements will prove to be correct. Except as required by
law, Boost disclaims any intention and assumes no obligation to update or revise
any forward looking statements to reflect actual results, whether as a result of
new information, future events, changes in assumptions, changes in factors
affecting such forward looking statements or otherwise.


This press release does not constitute and the subject matter hereof is not, an
offer for sale or a solicitation of an offer to buy, in the United States or to
any "U.S Person" (as such term is defined in Regulation S under the U.S.
Securities Act of 1933, as amended (the "1933 Act")) of any equity or other
securities of Boost. The securities of Boost have not been registered under the
1933 Act and may not be offered or sold in the United States (or to a U.S.
Person) absent registration under the 1933 Act or an applicable exemption from
the registration requirements of the 1933 Act.