Mr. Jonathan George reports

AMERICAN POTASH ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

American Potash Corp. has closed its previously announced non-brokered private placement. The company has issued 20 million units pursuant to the private placement at a price of five cents per unit for total gross proceeds of $1-million. Each unit consists of one common share and one-half of one transferable common share purchase warrant. Each warrant is exercisable into one additional common share at an exercise price of 10 cents until June 28, 2026.

The company has paid a 6-per-cent finder's fee to Haywood Securities Inc. and Canaccord Genuity Corp. in connection with proceeds raised by the company from investors introduced to the company by each of Haywood and Canaccord, consisting of cash amounts of $46,800 and $6,000, respectively, and non-transferable broker warrants in the amounts of 936,000 and 120,000, respectively. Each broker's warrant has the same terms as the warrants. All securities issued pursuant to the private placement are subject to a statutory hold period of four months, expiring on Oct. 28, 2023.

An insider of the company has subscribed for units pursuant to the private placement. The issuance of the units to the insider pursuant to the private placement will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of the insider participation.

The company intends to use the net proceeds of the private placement for exploration work and permitting on its properties, and for working capital.

We seek Safe Harbor.