Potash North Resource Corporation

Potash North Resource Corporation

March 11, 2009 16:46 ET

Potash North Announces Receipt of Interim Order

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 11, 2009) - Potash North Resource Corporation ("Potash North") (TSX VENTURE:PON) today announced that it has obtained an interim order from the Supreme Court of British Columbia approving various matters in connection with the special meeting of Potash North shareholders to consider the proposed arrangement transaction with Potash One Inc. (TSX:KCL), including the mailing of the notice of special meeting of shareholders, the management proxy circular, the form of proxy and the letter of transmittal.

Potash North intends to complete the mailing of the notice of special meeting of shareholders, the management proxy circular, the form of proxy and the letter of transmittal to its shareholders on or about March 13, 2009. In addition, the foregoing meeting materials will be available on Potash North's website at www.potashnorth.com and the website maintained by the Canadian Securities Administrators at www.sedar.com.

The special meeting of shareholders will be held at the offices of Farris, Vaughan, Wills & Murphy LLP, 25th Floor, 700 West Georgia Street, Vancouver, British Columbia, on Thursday, April 9, 2009 at 2:00 p.m. (Vancouver time). If the proposed arrangement transaction is approved by at least 66 2/3% of the votes cast at the special meeting by shareholders present in person, or represented by proxy, then a final hearing on the arrangement will be sought from the Supreme Court of British Columbia on or about April 14, 2009. Assuming all other conditions are satisfied or waived, the arrangement is expected to close on or about April 16, 2009.

Cautionary Statements Regarding the Business Combination: Completion of the transaction is subject to a number of conditions, including shareholder approval 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 Proxy Circular to be mailed 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 company's periodic filings with Canadian Securities Administrators. 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 company's business, including risks inherent in mineral exploration and development. The company does 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 Inc. 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.

TSX Venture Exchange: The TSX Venture Exchange has not reviewed, nor does it accept, responsibility for the adequacy or accuracy of this release.

Contact Information

  • Potash North Resource Corporation
    Craig Angus
    President & CEO
    (604) 697-6262
    Website: www.potashnorth.com