BHP Billiton Diamonds Inc. to acquire Anglo Potash Ltd.

    CALGARY and TORONTO, May 12 /CNW/ - Anglo Potash Ltd. (TSXV: AGP) ("Anglo
Potash") and BHP Billiton Diamonds Inc. ("BHP Billiton") are pleased to
announce that they have entered into a definitive agreement whereby BHP
Billiton will offer to acquire all of the issued and outstanding common shares
of Anglo Potash at a price of $8.15 cash per common share. The total equity
value of the transaction is approximately $284 million on a fully-diluted
basis. All amounts are in Canadian dollars.
    The $8.15 per share cash consideration represents a 34% premium over the
closing price of the common shares on the TSX Venture Exchange on May 9, 2008
and a 36% premium based on the volume weighted average price of the common
shares over the 60 trading days prior to May 12, 2008.
    Anglo Potash's Board of Directors has unanimously approved the
acquisition and recommends that shareholders vote their shares in favour of
the transaction, following receipt of a fairness opinion from its financial
advisor.
    The transaction is to be completed by way of a statutory plan of
arrangement and will be subject to the approval of 66 2/3% of the votes cast
by Anglo Potash's securityholders and a simple majority of the votes cast by
the shareholders (other than BHP Billiton and its related parties) at a
special meeting, which is currently anticipated to take place in July 2008.
The acquisition will also require court approval. If Anglo Potash's
securityholders approve the acquisition and the requisite court approval is
obtained, the closing is expected to take place in July, 2008. The information
circular for the acquisition is expected to be mailed to Anglo Potash's
securityholders later in this month.
    Todd Montgomery, Anglo Potash's President and Chief Executive Officer and
a director, and the other directors of Anglo Potash, Brent Walter, Randal
Ludwar, Corey Giasson and Joseph Montgomery have entered into a lock-up
agreement with BHP Billiton under which they will irrevocably vote
approximately 26% of Anglo Potash's outstanding common shares (including
shares to be issued upon exercise of outstanding vested options) in favour of
the transaction. The directors have agreed to exercise their vested options to
vote the underlying shares in favour of the transaction. The lock-up agreement
also provides BHP Billiton with an option to acquire for $8.15 per share an
aggregate of 5,300,000 shares of Anglo Potash representing approximately 16.7%
of the outstanding shares from the directors of Anglo Potash if the definitive
agreement is terminated in certain circumstances. These shares, together with
the 1,039,093 previously-owned shares (or approximately 3.2%), represent
approximately 19.9% of the outstanding shares of Anglo Potash.
    Anglo Potash has agreed not to solicit or initiate any discussion
regarding any other business combination or sale of material assets. Anglo
Potash has also granted BHP Billiton a right to match any superior proposal
and a termination fee of $10 million payable to BHP Billiton by Anglo Potash
if the definitive agreement is terminated as a result of Anglo Potash
recommending or approving an acquisition proposal or entering into an
agreement with respect to a superior proposal or similar circumstances.
    "We are pleased to take this step with BHP Billiton and believe the
acquisition will benefit the shareholders of Anglo Potash," said Todd
Montgomery. "We have been joint venture partners with BHP Billiton for two
years of exploration and development, the success of which is underscored by
today's excellent offer from BHP Billiton."
    BHP Billiton's President of Diamonds & Specialty Products, Graham Kerr,
added that "I wish to thank Todd and his team for their continual support as
our JV partner; we look forward to the next chapter in the potash exploration
and development program and building upon our successful history of investment
and growth in Canada."
    Anglo Potash is being advised by Morgan Stanley & Co. Incorporated, and
its legal counsel are Osler, Hoskin & Harcourt LLP and ProVenture Law LLP.
Morgan Stanley has also provided an opinion to the Board of Directors of Anglo
Potash that, as of the date of the signing of the definitive agreement, and
subject to the assumptions and limitations on which the opinions are based,
the consideration to be received under the offer is fair, from a financial
point of view, to Anglo Potash's shareholders. BHP Billiton is being advised
by TD Securities Inc. and its legal counsel are Davies Ward Phillips &
Vineberg LLP.

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    About Anglo Potash Ltd.

    Anglo Potash is a mineral exploration and development company focused on
developing a potash mine in Saskatchewan, Canada. Anglo Potash entered into a
joint venture (the "JV"), with BHP Billiton pursuant to which Anglo Potash
holds a 25% interest (through its wholly owned subsidiary Prairie Potash
Corp.) and BHP Billiton holds a 75% interest in the JV, with BHP Billiton
being the operator of the JV. The JV holds 32 potash permits, some of which
are pending, covering over 1.8 million acres of lands.

    About BHP Billiton

    BHP Billiton Diamonds Inc. is a subsidiary of the BHP Billiton Group. BHP
Billiton is the world's largest diversified natural resources company, with
some 39,000 employees across 100 operations in approximately 25 countries. Its
operations encompass a broad range of commodities including aluminium, energy
coal, metallurgical coal, copper, manganese, iron ore, uranium, nickel,
diamonds, silver and titanium minerals, oil, gas, and liquefied natural gas.
    In 2007, BHP Billiton generated turnover of US$47.5 billion, and
attributable profit (excluding exceptional items) of US$13.7 billion.
    BHP Billiton is dual listed on both the Australian and London stock
exchanges, with its headquarters in Melbourne, Australia.

    The TSX Venture Exchange Inc. does not accept responsibility for the
    adequacy or accuracy of this release.

    The information in this document contains certain forward-looking
statements with respect to Anglo Potash Ltd. These statements are often, but
not always, made through the use of words or phrases such as "expect",
"should", "continue", "believe", "anticipate", "suggest", "estimate",
"contemplate", "target", "plan", "budget", "may", "will", "schedule" and
"intend" or similar formulations. By their nature, these forward-looking
statements are necessarily based on a number of estimates and assumptions
that, while considered reasonable by management, are inherently subject to
significant, known and unknown, business, economic, competitive and other
risks, uncertainties and other factors affecting Anglo Potash Ltd.
specifically or its industry generally that could cause the actual
performance, achievements and financial results to differ materially from past
results and from those expressed in any forward-looking statements made by or
on behalf of Anglo Potash Ltd. These risks and uncertainties relate to such
factors as the receipt of required securityholder approvals and regulatory
approvals, the availability of sufficient capital, the estimated cost and
availability of funding for the continued exploration and development of the
prospects of Anglo Potash, political and economic conditions, commodity
prices, and other factors. In view of these uncertainties we caution readers
not to place undue reliance on these forward-looking statements. Statements
made in this document are made as of the date hereof and Anglo Potash Ltd.
disclaims any intention or obligation to update or revise any statements made
herein, whether as a result of new information, future events or otherwise.

For further information: Anglo Potash contacts: Todd Montgomery,
President and CEO, Telephone [phone]; Corey Giasson, Vice President,
Business Development and Investor Relations, Telephone [phone]; BHP
Billiton contacts: Tracey Whitehead, Investor & Media Relations, Telephone US
[phone], UK [phone], Mobile [phone], Email
[e-mail]; BHP Billiton Diamonds Inc., Suite 800, Four
Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia, V1X 1L2;
Morgan Stanley contacts: Richard H.M. Robinson, Executive Director, Telephone
[phone], Email [e-mail]; TD Securities
contacts: Ewan Mason, Telephone [phone], Email
[e-mail]