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BHP Billiton: Plan of Arrangement to Acquire Athabasca Potash Inc.

Friday, January 29th, 2010

BHP Billiton has entered into a definitive agreement with Athabasca Potash Inc. (“API”) to acquire all of the issued and outstanding common shares of API at a price of C$8.35 cash per common share.
The total equity value of the transaction is approximately C$341 million (US$320 million) on a fully diluted basis.
API is a Toronto Stock Exchange-listed, junior potash company that owns the Burr Project and various potash exploration properties in Saskatchewan, Canada. API holds one of the largest exploration permit areas in the Saskatchewan basin, covering approximately 6,900 km2.
The Burr Project is located adjacent to BHP Billiton’s Jansen Project and some of API’s exploration properties neighbour BHP Billiton’s potash permit areas. Acquiring API will give BHP Billiton access to a total of more than 14,000 km2 of prospective exploration ground in the world-class Saskatchewan potash basin.
BHP Billiton Diamonds & Specialty Products President Graham Kerr said: “Today’s announcement is consistent with BHP Billiton’s strategy of building a strong potash resource position. We continue to pursue opportunities that fit within our portfolio and are aligned with our strategy of developing Tier 1, long life, low-cost, expandable assets. This acquisition fits well with our existing projects and land positions in the Saskatchewan potash basin.”

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