Pacific Potash Signs MOU for CDN $15,000,000 With Northern International Group

TSXV: PP
OCTQX: PPOTF
FSE: P9P

VANCOUVER, Nov. 22, 2014 /CNW/ - Pacific Potash Corp. (TSX-V: PP) ("Pacific Potash" or the "Company") is pleased to announce that it has entered into a non-binding Memorandum of Understanding of strategic investment with Northern International Group, a Chinese conglomerate, witnessed by the Canadian Prime Minister Stephen Harper, Canadian Minister of Foreign Affairs John Baird, and Canadian Minister of Agriculture and Agri-Food Gerry Ritz, during the Prime Minister's official visit to China and the APEC Economic Leaders' Meeting. The M.O.U demonstrates and represents a significant part of the further deepening bilateral commercial relationship between Canada and China.

The M.O.U outlines the proposed terms of a transaction pursuant to which Northern International Group will subscribe for CDN $15,000,000 by way of convertible debenture of Pacific Potash. The proceeds from the investment will be used for development of Pacific Potash's exploration program, consisting primarily of drilling, and for general working capital. The proposed terms of the debenture, which remains subject to definitive documentation and approval from the TSX Venture Exchange, are: interest at 3.5% per anum payable semi-annually, a three year term, unsecured and convertible into common shares of the Company at $0.37 per share. The Company will have the right to force conversion of the debenture in certain circumstances.

On successful completion of due diligence phase, the parties will diligently and in good faith negotiate a definitive subscription agreement for the Convertible Debenture. This agreement is subject to the regulatory approval of the TSX Venture Exchange.

About Pacific Potash Corporation

Pacific Potash Corp. trades on the TSX Venture Exchange under the symbol: PP, as well on the OTCQX under the symbol: PPOTF and on the Frankfurt Stock Exchange under P9P. Pacific Potash is engaged in the exploration and development of the Provost Potash Property and the surrounding potash claims targeting the prolific Prairie Evaporite Formation, which is host to multiple conventional and solution potash mines. The Company also has an option to acquire an 80% interest in Western Potash Corp.'s (TSX: WPX) Amazonas Basin claims.

We seek safe harbour.

On behalf of the Board,

Pacific Potash Corporation

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Caution concerning forward-looking information

This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities laws. This information and statements address future activities, events, plans, developments and projections. All statements, other than statements of historical fact, constitute forward-looking statements or forward-looking information. Such forward-looking information and statements are frequently identified by words such as "may," "will," "should," "anticipate," "plan," "expect," "believe," "estimate," "intend" and similar terminology, and reflect assumptions, estimates, opinions and analysis made by management of Pacific Potash in light of its experience, current conditions, expectations of future developments and other factors which it believes to be reasonable and relevant. Forward-looking information and statements involve known and unknown risks and uncertainties that may cause Pacific Potash's actual results, performance and achievements to differ materially from those expressed or implied by the forward-looking information and statements and accordingly, undue reliance should not be placed thereon.

Risks and uncertainties that may cause actual results to vary include but are not limited to the availability of financing; fluctuations in commodity prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com. Pacific Potash disclaims any obligation to update or revise any forward-looking information or statements except as may be required.

SOURCE Pacific Potash Corp.