Athabasca Potash Inc.

Athabasca Potash Inc.

May 13, 2008 12:27 ET

Athabasca Potash Inc. Adopts Shareholder Rights Plan

SASKATOON, SASKATCHEWAN--(Marketwire - May 13, 2008) - Athabasca Potash Inc. ("Athabasca" or the "Company") (TSX:API) announced today that its Board of Directors has adopted a shareholder rights plan (the "Rights Plan") effective May 12, 2008. The Rights Plan is being adopted to ensure that all shareholders of the Company are treated fairly in connection with any take-over bid for the Company. The Rights Plan will provide shareholders with adequate time to properly assess a take-over bid without facing undue pressure. The Rights Plan also provides the Board of Directors with additional time to consider any take-over bid and, if applicable, to explore other alternatives to maximize shareholder value.

The Rights Plan is not designed to prevent take-over bids that treat Athabasca shareholders fairly. 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 60 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 Athabasca at a significant discount to the market price of the common shares at that time.

Athabasca is not adopting the Rights Plan in response to, or in anticipation of, any specific take-over bid or proposal to acquire control of the Company.

In accordance with the policies of the TSX, Athabasca will seek shareholder ratification of the Rights Plan at the Company's upcoming Annual General and Special Meeting of shareholders scheduled for June 12, 2008 (the "Meeting"). If the Rights Plan does not receive shareholder ratification at the Meeting, the Rights Plan and all of the outstanding rights issued under the plan at that time will terminate. If ratified by shareholders at the Meeting, the Rights Plan will have a term of three years.

About Athabasca:

Athabasca Potash Inc. is a Canadian based corporation and was founded with a goal of establishing itself as a pre-eminent Canadian public company engaged solely in potash exploration and development, and to provide its shareholders with a unique investment opportunity focused entirely on potash.

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