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Tuesday, 10/29/2013 7:48:06 PM

Tuesday, October 29, 2013 7:48:06 PM

Post# of 22
Pacific Potash Signs MOU for Cdn $10,000,000 With Chinese S.O.E Convertible at $0.37 Per Share
(via Thenewswire.ca)

Vancouver, British Columbia - October 29th, 2013 - Pacific Potash Corporation (TSX-V: PP; OTCQX: PPOTF; FSE: P9P, "Pacific Potash", "the Company") is pleased to announce that it has entered into a non-binding Memorandum of Understanding (M.O.U) with a Chinese State Owned Enterprise ("S.O.E"). The M.O.U outlines the proposed terms of a transaction pursuant to which the S.O.E will subscribe for CDN $10,000,000 by way of an unsecured convertible debenture of common shares (the "Convertible Debenture") from Pacific Potash Corporation convertible at a price of $0.37 per common share. The S.O.E's aggregate beneficial ownership of common shares will not exceed 19.9% of the issued and outstanding common shares of Pacific Potash at the time of exercise of these conversion rights. The Convertible Debenture shall bear interest at the rate of 5.0% per annum, payable semi-annually and shall mature on the date which is two (2) years from the date of issuance.

Upon completion of this financing Pacific Potash will have raised a total of CDN $16.35 Million year to date to drive the Company's business plan. The proceeds from the Convertible Debenture will be used for development of Pacific Potash's Amazonas Basin Potash exploration program, consisting primarily of drilling, and for general working capital.

Mr. Balbir Johal, Executive Co-Chairman and Director stated "This strategic alliance and relationship with the S.O.E was facilitated by the hard work of our strategic advisor, CapitalAsia. Upon receiving the funding, we will now be able to complete an extensive fully permitted drill program, consisting of six exploration holes with each reaching a true depth of at least 1500 metres costing approximately CDN $12 million dollars. Drilling commences this coming week under the command of our CEO and Chief Geologist, Andre Costa, whose work over the last six years in the Amazonas Potash Basin has led to several new discoveries of economic potash. "

Terms of the Convertible Debenture

On successful completion of due diligence phase the parties will diligently and in good faith thereafter negotiate, a definitive subscription agreement for the Convertible Debenture.

This agreement is subject to the regulatory approval of the TSX Venture Exchange.

Cancellation of Merger with Cowley Mining PLC

In respect to Cowley's October 25, 2013 news release cancelling the proposed merger, the Company confirms that the proposed merger has been cancelled as the parties were unable to agree on the terms of the definitive agreement.

Mr. Balbir Johal, states, "Although we felt that the Cowley transaction was attractive, management believes that this new partnership with the S.O.E creates superior leverage for our shareholders due to size and the less dilutive nature of the funding. We are fully funded now for a potential discovery in a world-class basin."



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