IC POTASH ANNOUNCES UPDATE TO FULLY SUBSCRIBED PRIVATE PLACEMENT OFFERING

/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES/

TORONTO, Sept. 2 /CNW/ - IC Potash Corp. (TSX-V: ICP) ("ICP" or the "Company") is pleased to announce that its previously disclosed private placement of 37,500,000 units of the Company (the "Units") at $0.40 per Unit (the "Private Placement") has been fully subscribed. Each Unit is comprised of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant, with each whole common share purchase warrant exercisable to acquire one Common Share at a price of $0.65 per share at any time on or before the date that is 36 months following the closing date. The Private Placement is scheduled to close on September 10, 2010.

Pursuant to the Private Placement, Resource Capital Fund V L.P ("RCF V") has agreed to purchase 25,000,000 Units for gross proceeds of $10 million on and subject to the terms and conditions previously announced. Following the closing, RCF V will be the largest shareholder of ICP. RCF V is an exempt limited partnership formed under the laws of the Cayman Islands with approximately US$1 billion under management. The business of RCF V is managed by RCF Management L.L.C. pursuant to a management agreement with RCF V (the "Management Agreement"). Pursuant to the Management Agreement all decisions concerning investments, dispositions of investments and all other actions by RCF V are made by an investment committee of RCF Management (the "Investment Committee"). The Investment Committee consists of Mr. James McClements, Mr. Hank Tuten, Mr. Brian Dolan, Mr. Ryan Bennett, Mr. Ross Bhappu, and Mr. Russ Cranswick, all of whom are partners of RCF Management. Control of the voting of the Common Shares acquired by RCF V in the Private Placement will be exercised by RCF Management. The owners of RCF Management are the members of the Investment Committee and one additional senior employee of RCF Management. Four of such owners hold in excess of 10% of RCF Management. RCF Management is a Delaware limited liability company.

Following the closing of the Private Placement, RCF V will hold: (i) approximately 25.8% of the issued and outstanding Common Shares on a non-diluted basis; and (ii) approximately 34.3% of the Common Shares after giving effect to the exercise of their Warrants and no other convertible securities resulting in the creation of a new control person for purposes of the policies of the TSX Venture Exchange (the "TSX-V") which requires the approval of shareholders. The Company proposes to obtain the written consent of the holders of more than 50% of its common shares to satisfy the TSX-V's shareholder approval requirement.

At closing, the Company expects to pay finder's fees of up to 5% of the gross proceeds raised from placees other than RCF in connection with the Private Placement. The Private Placement remains subject to the receipt of all required regulatory and shareholder approvals, including, without limitation, the approval of the TSX-V.

    
    About ICP
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IC Potash Corp. intends to become a primary producer of Sulfate of Potash ("SOP") by mining its 100%-owned Polyhalite Ochoa property in New Mexico. SOP is a non-chloride based potash fertilizer that sells at a substantial premium over the price of Muriate of Potash ("MOP"), the most widely used fertilizer in the world. Typically SOP sells at a premium of over 40% to MOP. IC Potash Corp. is focused on being the lowest cost producer of SOP in the world. The SOP market is over 5 million tonnes per year and is a significant fertilizer in the fruit, vegetable, tobacco, potato, and horticultural industries, and for agriculture in saline and dry soils and soils in which there is much agriculture with varieties of crops, such as for example in China, India, the Mediterranean, and the United States. The Company's Ochoa property consists of over 100,000 acres of federal sub-surface potassium prospecting permits and State of New Mexico Potassium mining leases.

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.

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For further information: please visit www.intercontinentalpotash.com or contact Sidney Himmel, President and Chief Executive Officer, IC Potash Corp., [email protected].