/NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS
TORONTO, Nov. 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
The proceeds from the Offering and private placement will be primarily
used by the Corporation to further develop its Blawn Mountain Sulphate
of Potash Project located in Utah.
The final prospectus, which contains important information relating to
Potash Ridge and the Shares, may be obtained on SEDAR and is available
for review at www.sedar.com.
Neither the Shares and the Units have been and will not be registered
under the United States Securities Act of 1933, as amended, and may not
be offered or sold in the United States without registration or an
applicable exemption from the registration requirements of that Act.
This news release does not constitute an offer for sale of these
securities in the United States of America.
This press release contains forward-looking information within the
meaning of applicable securities legislation, which reflects the
Corporation's current expectations regarding future events, including
statements with respect to the proposed issuances of securities, the
use of proceeds therefrom, and the listing of the shares on the TSX.
Forward-looking information is based on a number of assumptions and is
subject to a number of risks and uncertainties, many of which are
beyond the Corporation's control, that could cause actual results and
events to differ materially from those that are disclosed in or implied
by such forward-looking information. Such risks and uncertainties
include, but are not limited to, failure to complete the Offering, and
the factors discussed under "A Cautionary Note Regarding Forward
Looking Statements" and "Risk Factors" in the final prospectus of the
Corporation dated November 27, 2012. The Corporation does not undertake
any obligation to update such forward-looking information, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
SOURCE: Potash Ridge Corporation
For further information:
Manager of Investor Relations
P: 416.362.8640 ext. 101