POTASH MERGER: BHP Billiton targets Athabasca Potash

TORONTO and SASKATOON — BHP Billiton Canada and Athabasca Potash have entered into a plan of arrangement whereby BHP Billiton will acquire all of the issued and outstanding common shares of Athabasca for a price of C$8.35 per share, a premium of 37% over the weighted average of the 60-day period ending Jan. 27, 2010. The total value of the transaction is C$341 million. Athabasca directors unanimously approved the deal and recommend that security holders vote their shares in favour of the transaction.

Athabasca owns the Burr potash exploration project adjacent to BHP's US$240-million development Jansen project 25 km from Lanigan, SK. Environmental and resource studies have been completed for both properties.

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."

More information on the Burr project is available at www.AthabscaPotash.ca and on the Jansen project at www.BHPBilliton.com.