Potash Ridge closes successful Initial Public Offering

NOT FOR DISSEMINATION IN THE UNITED STATES OR DISTRIBUTION TO U.S. NEWS WIRE SERVICES

TORONTO, Dec. 5, 2012 /CNW/ - Potash Ridge Corporation ("Potash Ridge" or the "Corporation") is pleased to announce the successful closing of its initial public offering (the "Offering") of its common shares (the "Shares"). Potash Ridge raised $20 million in aggregate including a concurrent private placement entered into with Sprott Resource Partnership ("SRP").

Potash Ridge's shares are now trading on the Toronto Stock Exchange under the symbol "PRK".

The majority of the proceeds will be used by the Corporation to further develop its Blawn Mountain Sulphate of Potash Project located in Utah. The next major milestone is expected to be the completion of a prefeasibility study and issuance of an updated National Instrument 43-101 technical report expected in Q2 2013.

In connection with the Offering, Potash Ridge issued 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.

Concurrent with the closing of the Offering, the Corporation issued 5,055,254 units to SRP for gross proceeds of $5,055,254, on a private placement basis. Each unit consists 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 date hereof. 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 upon conversion.

The Corporation has obtained shareholder approval to amend the articles of the Corporation, to create the Non-Voting Shares. A copy of the articles of amendment is available on the Corporation's profile on SEDAR at www.sedar.com.

The Shares have not 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.


About Potash Ridge

Potash Ridge is a Canadian based mining Company with a unique opportunity to develop a premium sulphate of potash (SOP) deposit into long-term mining production.

The Company's Blawn Mountain project consists of four areas of surface mineable alunite mineralization. Alunite is a sulfate mineral ore rich in both SOP and alumina. Located in a mining friendly jurisdiction with established infrastructure nearby, the project covers approximately 11,550 acres of state-owned land in Utah and has a known permitting process. Extensive development was completed in the 1970s including a mine plan, feasibility study and 3-year pilot plant operation.

Potash Ridge has a highly qualified and proven management team in place with significant financial, project management and operational experience and the ability to take projects into production.


Forward-Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Corporation's current expectations regarding future events. Forward-looking information including statements with respect to the Corporation's proposed use of the Offering and private placement proceeds, the development of the premium SOP deposit and the taking of deposit into production, 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.



For further information:

Sasha Radenovic
Manager of Investor Relations
P: 416.362.8640 ext. 101

E-mail: info@potashridge.com