Not for distribution to the United States wire services of dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
VANCOUVER, BRITISH COLUMBIA, December 3, 2012 - Pacific Potash Corporation (TSX-V: PP; OTCQX: PPOTF; FSE: P9P; "the Company") has arranged a non-brokered private placement for the sale of up to 12,500,000 units, at C$0.10 per unit for a total of $1.25-million. Each unit will consists of one common share of the Company and one common share purchase warrant of the Company. Each warrant will entitle the holder to purchase one additional common share at a price of C$0.20 for the term of 12 months from the date of closing of the private placement. The proceeds of the financing will be used for exploration and development of the Amazonas Basin Potash Project and for general working capital.
The securities issued pursuant to the private placement will be subject to a four-month hold period from the applicable closing date.
The private placement is subject to approval by the TSX Venture Exchange.
About Pacific Potash Corporation
Pacific Potash Corporation trades on the TSX Venture Exchange under the symbol: PP, as well on the OTCQX under the symbol: PPOTF and on the Frankfurt Stock Exchange under P9P. Pacific Potash is engaged in the exploration and development of the Amazonas Basin Project and the surrounding potash claims targeting the Middle Amazonas Potash Basin, currently the host to multiple new exploration campaings for potash. The Company also is exploring the Provost Potash Property and the surrounding potash claims targeting the prolific Prairie Evaporite Formation, which is host to multiple conventional and solution potash mines.
We seek safe harbour.
On behalf of the Board,
Pacific Potash Corporation
Balbir Johal, LL.B.
Executive Chairman and Director
For further information, please visit our website at www.pacificpotash.com or contact Director & Executive Chairman, Balbir Johal:
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 of this release.
Caution concerning forward-looking information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Pacific Potash in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Pacific Potash's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.
Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Pacific Potash disclaims any obligation to update or revise any forward-looking information or statements except as may be required.
The securities of Pacific Potash Corp being offered have not been, nor will be, registered under the U.S. Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release does not constitute an offer or sale of securities in the United States.
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