Potash Ridge files Final Prospectus for Initial Public Offering; expects to raise $20 million in aggregate


TORONTONov. 28, 2012 /CNW/ - Potash Ridge Corporation ("Potash Ridge" or the "Corporation") is pleased to announce that it has filed a final prospectus with the securities regulatory authorities in all provinces of Canada in connection with an initial public offering (the "Offering") of its common shares (the "Shares"). Concurrent with the Offering, the Corporation has entered into an agreement with Sprott Resource Partnership ("SRP") for a private placement of units. In total, the Corporation expects to raise gross proceeds of $20 million.

Mr. Guy Bentinck, President and CEO, stated, "We are very pleased with the support received from existing and new shareholders during this initial public offering, which will allow us to conclude the Offering within our targeted pricing range".

In connection with the Offering, Potash Ridge will issue 14,944,746 Shares at a price of $1.00 per Share (the "Offering Price") for gross proceeds of $14,944,746.  The Offering is being made through a syndicate of underwriters co-led by National Bank Financial Inc. and Clarus Securities Inc. and including GMP Securities L.P., Scotia Capital Inc., Cormark Securities Inc. and Dundee Securities Ltd. (collectively, the "Underwriters").

The Underwriters have been granted an over-allotment option, exercisable in whole or in part for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 15% of the Shares issued at the closing of the Offering at the Offering Price. If the over-allotment option is exercised in full, gross proceeds of the Offering will increase to approximately $17.2 million.

The Shares have been conditionally approved for listing on the Toronto Stock Exchange ("TSX") under the symbol "PRK", subject to Potash Ridge fulfilling all of the requirements of the TSX on or before January 17, 2013. The Offering is expected to close on December 5, 2012, subject to meeting customary conditions and listing requirements.  Trading of the Shares on the TSX is expected to begin on December 5, 2012.

Concurrent with the closing of the Offering, the Corporation will issue 5,055,254 units to SRP for gross proceeds of$5,055,254, on a private placement basis. Each unit will consist of one non-voting share in the capital of the Corporation (the "Non-Voting Shares") and one warrant to acquire one Non-Voting Share exercisable at a price equal to the Offering Price for a period of two years following the closing of the Offering. The Non-Voting Shares are convertible into Shares on a one-for-one basis under certain circumstances, however the terms of the Non-Voting Shares do not allow SRP to own more than 19.9% of the Shares upon conve