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TORONTO, Aug. 30 /CNW/ - IC Potash Corp. ("IC Potash" or the "Company") (TSXV: ICP) is pleased to announce that it intends to complete a private placement of 37,500,000 units of the Company (the "Units") at a price of $0.40 per Unit for gross proceeds of $15 million (the "Offering"). Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant (a "Warrant") exercisable for one Common Share at a price of $0.65 per share at any time on or before the date that is 36 months following the closing date.
The Company has entered into a subscription agreement with Resource Capital Fund V L.P ("RCF V"), pursuant to which RCF V has agreed to purchase 25,000,000 Units for gross proceeds of $10 million on and subject to the terms and conditions contained therein. The investment by RCF V is subject to approval by shareholders of the Company as required by the TSX Venture Exchange and is conditional upon the purchase by other subscribers in the Offering of 12,500,000 Units for gross proceeds of $5,000,000. All other Units will be issued and sold by the Company pursuant to a non-brokered private placement.
Pursuant to the Offering, the Company will grant RCF V the following rights to the extent that RCF V's shareholdings exceed 10% of the outstanding shares of the Company on a fully diluted basis:
- RCF V will have the right to participate in any equity or convertible
debt raisings of the Company pro rata to its fully diluted equity
holdings in the Company subject to regulatory approval; and
- RCF V will have the option to appoint a representative to the board
of directors of IC Potash.
Following the closing of the Offering, RCF V will hold: (i) approximately 25.8% of the issued and outstanding Common Shares on a non-diluted basis; and (ii) approximately 34.3% of the Common Shares after giving effect to the exercise of the Warrants held by RCF V and no other convertible securities.
RCF V is an exempt limited partnership formed under the laws of the Cayman Islands with approximately US$1 billion under management.
The proceeds of the Offering will be used for project development work, business development and for administration and other required corporate purposes.
Closing of the Offering is scheduled for September 8, 2010 and remains subject to the approval of the TSX Venture Exchange and other customary conditions.
IC Potash intends to become a primary producer of Sulfate of Potash ("SOP") by mining its 100%-owned Polyhalite Ochoa property in New Mexico. SOP is a non-chloride based potash fertilizer that sells at a substantial premium over the price of Muriate of Potash ("MOP"), the most widely used fertilizer in the world. Typically SOP sells at a premium of over 40% to MOP. IC Potash is focused on being the lowest cost producer of SOP in the world. The SOP market is over 5 million tonnes per year and is a significant fertilizer in the fruit, vegetable, tobacco, potato, and horticultural industries, and for agriculture in saline and dry soils and soils in which there is much agriculture with varieties of crops, such as for example in China, India, the Mediterranean, and the United States. The Company's Ochoa property consists of over 100,000 acres of federal sub-surface potassium prospecting permits and State of New Mexico Potassium mining leases.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE IC Potash Corp.
For further information: For further information: please visit www.intercontinentalpotash.com or contact: Sidney Himmel, President and CEO, IC Potash Corp, firstname.lastname@example.org