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POTASH ONE INC.
Suite 1238, 200 Granville Street
Vancouver, British
Columbia V6C 1S4
Telephone No.: (604)
331-4431 - Fax No.: (604) 408-4799
May
13,
2008
For Immediate Release
TSX
Venture: KCL
NR 08- 13
POTASH
ONE SUBSCRIBES FOR EQUITY OF
NEW
SASKATCHEWAN POTASH JUNIOR
Vancouver, B.C., May 13, 2008 - Potash One Inc. (the "Company" or "Potash
One") is pleased to
confirm that the two potash permit applications (KP 416 and KP 417)
sold by the Company to 0821474 B.C. Ltd. ("Numberco"), a
subsidiary of Peninsula Merchant Syndications Corp.
("Peninsula"), a private company at arms length to the
Company and its directors and officers, have been sold by Peninsula to
Timer Explorations Inc. ("Timer"), a reporting issuer in
British Columbia whose common shares are listed on the TSX Venture
Exchange and which is also at arms length to the Company and its
directors and officers.
To acquire the permits, Timer will
purchase all of the outstanding shares of Numberco. This
acquisition by Timer is part of a larger transaction pursuant to which
Timer will also complete (i) a subdivision of its shares on a 2 new
shares for 1 old share basis, (ii) an $8.4 million private placement of
units at a price of $0.35 per unit, each unit consisting of one
post-split common share and one post-split common share purchase
warrant entitling the holder to purchase a further post-split common
share at a price of $0.50 per share for a period of two years, (iii)
the change of the name of Timer to "Potash North" or another
name reflective of the new business of Timer, and (iv) the appointment
of new directors and officers to the board of Timer.
In connection with the sale, Timer
will indirectly assume Numberco's obligations under the original
agreement between Numberco and the Company, including the obligation to
pay the balance of the purchase price for the permits, being
approximately $2.6 million. In addition, Potash One also holds rights
to (i) purchase a sufficient number of units in the private placement
such that it will hold approximately 13% of the outstanding common
shares of Timer, on a non-diluted basis, (ii) purchase up to 20% of any
equity securities, other than stock options, issued by Timer for cash
after the closing of the acquisition of the permits and the private
placement, until the earlier of such time as Potash One holds less than
5% of the outstanding shares of Timer and such time as Timer has
completed 3 further equity financings, and (iii) nominate a director to
the board of Timer until the later of one year following closing of the
acquisition and private placement and such time as Potash one holds
less than 5% of the outstanding voting securities of Timer.
Potash One has determined that it
will participate in the Timer private placement. The amount of
Potash One's participation has not yet been finalized, but is expected
to result in Potash One holding 13% of the outstanding shares of Timer
upon completion of the transaction. In addition, Potash One has
nominated Paul Matysek to the Timer board of directors to oversee
Potash One's investment in Timer. Mr. Matysek has agreed that any
personal economic benefit resulting from his appointment to the Timer
board of directors will instead accrue to Potash One.
Paul F. Matysek., President and Chief
Executive Officer of Potash One Inc., stated that: "The Timer
transaction provides Potash One with an excellent opportunity to make a
significant investment at the ground floor level, in a newly
established Saskatchewan potash exploration 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) 608-4799
email to: 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 holds an option
to acquire 100% interest in a 97,240 acre Potash Subsurface Exploration
Permit ("the Legacy Project") and owns 100% of three other
Potash Subsurface Exploration Permits covering 239,000 acres that are
contiguous to the Legacy Project in Saskatchewan, Canada. The Legacy
Project was previously explored by Imperial Oil Ltd. (now Exxon) and
Lumsden Potash Corporation and is adjacent to one of the largest
producing solution potash mines in the world. The Company has a solid
balance sheet and experienced technical and corporate management to
advance its current project to the next level.
Forward Looking Statements
This release includes certain
statements that may be deemed to be "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. All statements in this release,
other than statements of historical facts, that address future
production, reserve potential, exploration and development activities
and events or developments, including the issuance of permits upon
acceptance of permit applications, future equity holdings or
financings, or the potential of any project or company, that the
Company expects, are forward-looking statements. Although
management believes the expectations expressed in such forward-looking
statements are based on reasonable assumptions, such statements are not
guarantees of future performance, and actual results or developments
may differ materially from those in the forward-looking
statements. Factors that could cause actual results to differ
materially from those in forward-looking statements include market
prices, exploration and development successes, continued availability
of capital and financing, the denial of permit applications by
applicable government authorities, and general economic, market or
business conditions. Please see our public filings at
www.sedar.com for further information.
The TSX Venture Exchange has not
reviewed and does not accept responsibility for the adequacy or
accuracy of this release.
For Investor Relations Contact:
Kin Communications Inc.
(P) 604.684.6730 (F) 604.684.6740
Toll Free (866) 684.6730
Email: ir@kincommunications.com
Web: www.kincommunications.com
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