Potash One Inc.

Potash One Inc.

March 11, 2009 16:46 ET

Potash One Inc.: Update on Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 11, 2009) - In connection with Potash One Inc.'s ("Potash One") (TSX:KCL) proposed business combination with Potash North Resource Corporation (TSX VENTURE:PON) ("Potash North"), the Company announces that today Potash North 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, 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.

Potash North's special meeting of shareholders will be held 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 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.

About Potash One Inc.:

Potash One Inc. 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, Canada. This land package includes the 97,240 acre Legacy Project that has a NI 43-101-compliant Indicated Mineral Resource of 40.8 million tonnes of K2O and 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.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Potash One Inc.
    Paul Matysek
    President & CEO
    (604) 331-4431
    (604) 408-4799 (FAX)
    Website: www.potashone.com