Potash One Inc.
TSX VENTURE : KCL

Potash One Inc.

May 13, 2008 14:41 ET

Potash One Subscribes for Equity of New Saskatchewan Potash Junior

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 13, 2008) - Potash One Inc. (the "Company" or "Potash One") (TSX VENTURE:KCL) 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

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.

Contact Information

  • Potash One Inc.
    Paul F. Matysek, M.Sc., P.Geo.
    President and Chief Executive Officer
    (604) 331-4431
    (604) 408-4799 (FAX)
    Email: info@potash1.com
    Website: www.potash1.com