SASKATOON, Aug. 26 /CNW/ - CSIT Consulting Inc. ("CSIT"), a concerned
shareholder that owns an aggregate of 1,386,000 common shares of Athabasca
Potash Inc. ("API") representing approximately 3.71% of the outstanding common
shares of API, announced today that it filed proxy materials nominating an
alternate slate of directors for election at the annual and special meeting of
shareholders of API (the "Meeting") scheduled to be held at the Delta
Bessborough Hotel, 601 Spadina Crescent East, Saskatoon, Saskatchewan at 2:00
p.m. on Thursday, September 3, 2009. Dawn Zhou, the sole director, officer and
shareholder of CSIT, is the founder of API and was the President and Chief
Executive Officer of API from April 2006 until her termination on June 25,
CSIT believes that the current board of directors and the nominees
proposed for election by management of API at the Meeting are not adequately
exploring the options which may be available to API with respect to the
development of the Burr Project. On May 29, 2009, API announced that "the
confidence level and sufficient tonnage of the Measured and Indicated Mineral
Resource of 424,800,000 tonnes in the Burr Project is sufficient to support
API's Pre-feasibility Study (the "Pre-feasibility Study") being led by
SNC-Lavalin Inc. The Pre-feasibility Study is expected to be completed in the
third quarter of 2009. A new National Instrument 43-101 - Standards of
Disclosure for Mineral Projects compliant technical report will be prepared by
SNC-Lavalin Inc. upon completion of the Pre-feasibility Study". The resource
update confirms the assumptions and validates the potential development of the
Burr Project as a low operating cost conventional potash mine. This makes any
decision with respect to the Burr Project a critical step for the future of
CSIT's vision for API is based on good corporate governance, respect and
protection of shareholders' rights and the protection of the best interests of
API. CSIT proposes to replace the current board of directors with one that is
aligned with the vision of CSIT and the majority of the shareholders of API.
Accordingly, CSIT is soliciting proxies in support of the election at the
Meeting of the following seven nominees as directors of API: Dawn Zhou,
Bradley V.A. Fettis, Kenneth E. MacNeill, Robert Cross, Brian B. Goodwin,
Charley X. Ye and Arnold E. Hillier.
The CSIT nominees collectively have considerable experience in
prospecting, geology, exploration, mining, public companies, business
development, international relations, corporate governance, capital markets
and accounting. Many of the CSIT nominees have been and continue to be
associated with successful mining companies. Each of the CSIT nominees has
consented to act as a director of API.
CSIT intends to vote in favour of the other items of business that will
be considered at the Meeting, such items being fixing the number of directors,
the appointment of the auditor, the amendments to API's stock option plan and
the approval of unallocated options.
This solicitation of proxies is made by CSIT in relation to Athabasca
Potash Inc., Suite 198, 311 4th Avenue North, Saskatoon, Saskatchewan, S7K
2L8. This solicitation of proxies is NOT made by or on behalf of the
management of API. Proxies may be solicited by CSIT and its directors,
officers, employees, agents and advisors, including by mail, telephone, fax or
other electronic means and in person, as well as by broadcast, speech or
publication. The costs incurred in connection with the solicitation of proxies
will be borne by CSIT.
CSIT today filed a Proxy Circular with securities regulators along with a
form of proxy to be used to vote to elect the CSIT nominees as directors of
API at the Meeting on September 3, 2009. The Proxy Circular and the attached
form of proxy will be available shortly at www.sedar.com.
API established July 23, 2009 as the record date for determining
shareholders entitled to notice of the Meeting and to vote at the Meeting.
Shareholders should carefully complete and sign the form of proxy attached to
CSIT's Proxy Circular in accordance with the instructions contained in the
Proxy Circular and in the attached form of proxy in order to ensure that their
proxies can be used at the Meeting. Securities legislation provides that
non-registered holders may request that a legal proxy naming the
non-registered holder or his or her designate be issued and mailed to such
non-registered holder. Should a non-registered holder wish to receive such a
legal proxy, the non-registered holder must request one from the intermediary
that holds their common shares.
Completed and executed proxies should be returned to Equity Transfer &
Trust Company at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1
Attention: Proxy Department, Facsimile: (416) 595-9593, before 4:30 p.m.
(Toronto time) on Tuesday, September 1, 2009 or no later than 24 hours
(excluding Saturdays, Sundays and holidays) before any adjournment of the
A registered shareholder may revoke a proxy which has previously been
submitted by delivering a signed instrument in writing executed by such
registered shareholder or by the registered shareholder's attorney authorized
in writing or, where the registered shareholder is a corporation, by a duly
authorized officer or attorney of such corporation, either to the registered
office of API at any time up to and including the last business day preceding
the day of the Meeting or any adjournment thereof, with the chairman of the
Meeting on the day of the Meeting or any adjournment thereof, or before any
vote in respect of which the proxy is to be used shall have been taken, or in
any other manner permitted by law.
A non-registered holder of common shares may revoke a proxy given by an
intermediary by written notice to the intermediary in accordance with the
instructions given to the non-registered holder by the intermediary.
Dawn Zhou, the sole director, officer and shareholder of CSIT,
beneficially owns or exercises control or direction over an aggregate of
4,386,000 common shares of API, of which 1,386,000 shares are owned by CSIT,
representing approximately 11.75% of the outstanding common shares of API.
Other than the election of directors, CSIT is not aware of any material
interest, direct or indirect, by way of beneficial ownership of securities or
otherwise, of any of the CSIT nominees or any of their associates or
affiliates in any matter to be acted upon at the Meeting.
For further information:
For further information: including instructions on how to properly vote
your proxies, please contact: Dawn Zhou, CSIT Consulting Inc., 311 6th Avenue
N., No. 1807 Saskatoon, Saskatchewan, S7K 7A9 , Tel: (306) 260-9719, Fax: