Potash One Inc.

Potash One Inc.

April 17, 2009 08:30 ET

Potash One Completes Business Combination With Potash North

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 17, 2009) - Potash One Inc. (TSX:KCL) is pleased to announce that effective April 16, 2009, it has completed a business combination with Potash North Resource Corp. ("PON"). Pursuant to the business combination, Potash One acquired all the issued and outstanding shares of PON, with each outstanding PON share exchanged for 0.3125 common shares of Potash One.

PON share purchase warrants remain exercisable according to their terms, however when exercised, will entitle the holder to acquire Potash One shares on the basis of the above noted exchange ratio. Incentive stock options of PON were exchanged for stock options of Potash North with appropriate adjustments to the number of shares issuable on exercise and the exercise price, and in the case of holders of options not continuing with Potash One, the options will expire in 12 months.

As a result of the business combination completing, PON is now a wholly owned subsidiary of Potash One. Effective April 16, 2009, the common shares of PON have been halted from trading on the TSX Venture Exchange pending delisting. Potash One remains listed on the Toronto Stock Exchange.

Paul Matysek, President and CEO of Potash One, stated: "We are very pleased to have completed the acquisition of Potash North in a timely fashion and we welcome our new shareholders from PON. With the transaction finalized, Potash One has solidified its position as the leading junior potash mine developer in Canada. Potash One now has working capital in excess of the costs to complete the feasibility of its Legacy project and now controls over 500,000 acres of Potash Subsurface Exploration Permits in Saskatchewan, Canada."

Refer to the management information circular of PON, dated March 5, 2009 and available at www.sedar.com, for additional information regarding the Business Combination and matters related thereto.

About Potash One Inc.:

Potash One Inc. is a TSX-listed Canadian resource company engaged in development of advanced potash properties amenable to solution mining. The Company owns 100% of more than 515,000 acres of Potash Subsurface Exploration Permits in Saskatchewan, Canada. This includes the 97,240 acre Legacy Project which has an NI 43-101-compliant Indicated Mineral Resource of 40.8 million tonnes of K2O and an Inferred Mineral Resource of 391.5 million tonnes of K2O. The Legacy Project is adjacent to the largest producing solution potash mine in the world. Solution mining is scalable, has shorter time to production and has significantly lower capex.

On behalf of the Board of Directors:


Paul F. Matysek, M.Sc., P.Geo., President and Chief Executive Officer

Cautionary Statements: Investors are cautioned that, except as disclosed in the management information circular of PON prepared in connection with the Business Combination, 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.

US 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.

This press release does not constitute an offer of securities in the United States. The securities referenced herein have not been and will not be registered under any federal or state securities law of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The Toronto Stock Exchange has neither approved nor disapproved the contents of this press release.

Contact Information