August 27th, 2008
POTASH ONE INC. ADOPTS SHAREHOLDER RIGHTS PLAN
Vancouver - Potash One Inc. ("Potash One" or the "Company") (KCL:TSX) reports that its Board of Directors has implemented a Shareholder Rights Plan Agreement (the "Rights Plan").
The Rights Plan has been adopted to ensure the fair treatment of all Potash One shareholders in the eventuality of a possible take-over bid for the outstanding common shares of Potash One. In the event that a takeover bid should occur the Rights Plan provides a mechanism to ensure that shareholders have adequate time to properly evaluate and assess a take-over bid without facing undue pressure or coercion. The Rights Plan also provides the Board with additional time to consider any take-over bid and, if applicable, to explore alternative transactions in order to maximize shareholder value. As such, the Rights Plan is not designed to prevent take-over bids that treat Potash One shareholders fairly.
The TSX has accepted notice of the Rights Plan, subject to, among other conditions, confirmation of the Rights Plan by the Company's shareholders on September 25, 2008 at the Company's 2008 annual shareholders' meeting. If ratified by the shareholders, the Rights Plan will have a term of 3 years.
Pursuant to the terms of the Rights Plan, any bid that meets certain criteria intended to protect the interests of all shareholders are deemed to be "Permitted Bids". A Permitted Bid must be made by way of a take-over bid circular prepared in compliance with applicable securities laws and, in addition to certain other conditions, must remain open for a minimum of 75 days. In the event a take-over bid does not meet the Permitted Bid requirements of the Rights Plan, the rights issued under the plan will entitle shareholders, other than any shareholder or shareholders involved in the take-over bid, to purchase additional common shares of Potash One at a significant discount to the market price of the common shares at that time. The board of directors is not currently aware of any pending or proposed takeover bid for Potash One.
Potash One President and CEO, Paul Matysek commented "This Rights Plan is simply a proactive measure that we believe is appropriate to adopt in light of the increased pace of merger and acquisition activity in the mining industry. We feel this is the prudent thing to do to protect shareholder value while we are embarking on the current growth phase of the Company."
ON BEHALF OF THE BOARD OF DIRECTORS,
Paul F. Matysek, M.Sc., P.Geo. President and Chief Executive Officer Telephone: (604) 331-4431 Fax: (604) 408-4799 info@potash1.com
About Potash One Inc.
Potash One Inc. is a Canadian resource company engaged in the identification, acquisition, exploration and development of advanced solution mine amenable potash properties. The Company owns 100% of a 97,240 acre Potash Subsurface Exploration Permit in Saskatchewan, Canada (the "Legacy Project"). The Legacy Project was previously explored by Imperial Oil Ltd. (now Exxon) and Lumsden Potash Corporation and is adjacent to the largest producing solution potash mine in the world. In addition, the Company owns 100% of three other Potash Subsurface Exploration Permits over 230,000 acres that are contiguous to the Legacy Project. The Company has NI 43-101 resource, a solid balance sheet, and experienced technical and corporate management to advance the Legacy Project to the next stage.
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