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Potash One and Potash North Sign Arrangement
Agreement
Vancouver, BC - Potash
One Inc. ("Potash One") (KCL:TSX) and Potash North Resource Corporation ("Potash North") (PON:TSXv)
have executed an arrangement agreement
dated February 20, 2009 that replaces the binding letter of intent
announced on January 22, 2009. Subject to satisfaction of certain
conditions, Potash One will acquire all of the issued and outstanding
common shares of Potash North through a court approved Plan of
Arrangement (the "Business Combination").
The Business Combination will require the
approval of Potash North shareholders, the Toronto Stock Exchange and
the TSX Venture Exchange. Certain shareholders of Potash North,
including Potash One and all the directors and officers of Potash North
have agreed to vote their shares in favour of the Business Combination.
Potash North will prepare and mail to its
shareholders an information circular that will include an opinion,
delivered today by Canaccord Capital Corporation, financial advisor to
the independent committee of the Board of Directors of Potash North,
that the consideration offered pursuant to the transaction is fair,
from a financial point of view, to the shareholders of Potash North
other than Potash One.
Potash One believes that the Business
Combination, once completed, will create one of the strongest junior
potash development companies in Canada. Potash One will be fully funded
through to completion of feasibility on its Legacy Project which is
amenable to the solution mining of potash. On completion of the Plan of
Arrangement Potash One will have a working capital position of
approximately $50 million.
Information on Potash One and Potash North may
be viewed on the internet at their respective websites noted below, or
at the Canadian securities regulator's website at www.sedar.com.
POTASH NORTH RESOURCE CORPORATION
Craig Angus, President & CEO
POTASH ONE INC.
Paul Matysek, President & CEO
(1) Legacy Project: Potash One is a TSX listed
Canadian resource company engaged in the exploration and development of
advanced potash properties amenable to solution mining. The Company
owns 100% of more than 330,000 acres of contiguous Potash Subsurface
Exploration Permits in Saskatchewan. It includes the 97,240 acre Legacy
Project which has a 43-101 compliant Inferred Mineral Resource of 391.5
million tonnes of K20 and Indicated Mineral Resource of 40.8 million
tonnes of K20 and is adjacent to the largest producing solution mine in
the world.
Cautionary Statements Regarding the Business
Combination: Completion of the transaction is subject to a number of
conditions, including regulatory approval, shareholder approvals,
completion of satisfactory due diligence, a definitive agreement and
approval of the British Columbia Supreme Court. 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 to be prepared in connection with the transaction,
any information released or received with respect to the business
combination may not be accurate or complete and should not be relied
upon. Trading in the securities of exploration and development stage
resource companies should be considered highly speculative.
Forward-Looking Statements: Statements in this
release that are forward-looking statements are subject to various
risks and uncertainties concerning the specific factors disclosed under
the heading "Risk Factors" and elsewhere in the corporations'
periodic filings with Canadian Securities Regulators. Such information
contained herein represents management's best judgment as of the date
hereof based on information currently available. Statements in this
press release other than purely historical information, including
statements relating to the companies' future plans and objectives or
expected results, constitute forward-looking statements. Forward-looking
statements are based on numerous assumptions and are subject to all of
the risks and uncertainties inherent in the companies' business,
including risks inherent in mineral exploration and development. The
companies do not assume the obligation to update any forward-looking
statement. In particular, no representation is made in this release as
to the timing of the business combination, whether the business
combination will complete on the terms described herein or at all, the
success or value of the combined companies after the business
combination. In addition, there are numerous risks and other factors
that will influence a development decision, including concluding
resource evaluations on mineral properties, mine design limitations,
permitting risks and economic factors, all of which may be beyond our
control.
U.S. Cautionary Statements:
We advise US investors that while the terms
"measured resources", "indicated resources" and
"inferred resources" are recognized and required by Canadian
regulations, the US Securities and Exchange Commission does not
recognize these terms. US investors are cautioned not to assume that
any part or all of the material in these categories will ever be
converted into reserves.
The Potash One Shares to be issued in
connection with the Business Combination have not been and will not be
registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") or the laws of any state or other
jurisdiction of the United States and will be issued in reliance on an
exemption from the registration requirements of the U.S. Securities Act
provided by Section 3(a)(10) thereof. Neither the U.S. Securities and
Exchange Commission nor any state securities commission in the United
States has approved or disapproved of the Potash One Shares or passed
upon the accuracy or adequacy of this document and any representation
to the contrary is a criminal offence in the United States.
For Further Information Please Contact:
Potash
North Resource Corporation
Craig Angus
President & CEO
(604) 697-6262
For
a Detailed Quote on Potash One Inc (KCL:TSX) -
Click Here
For a Detailed Quote on Potash North (PON:TSXv)
- Click Here
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