Potash One Subscribes for Equity of New Saskatchewan Potash Junior
13 Maggio 2008 - 8:41PM
Marketwired
VANCOUVER, BRITISH COLUMBIA (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.
Contacts: 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
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