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IC Potash announces private placement financing

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

TORONTO (Business Wire) - December 2, 2016 IC Potash Corp. (TSX: ICP; OTCQX: ICPTF) (“IC Potash” or the “Company”) is pleased to announce a non-brokered private placement of up to 16,250,000 units of the Company (the “Units”) at a price of $0.08 per Unit for aggregate gross proceeds of up to $1.3 million (the “Private Placement”).

Each Unit will consist of (i) one common share of the Company (a “Common Share”); and (ii) one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.11 for a period of 12 months from the Closing Date (as defined below), provided that if, at any time after the date which is four months and one day following the Closing Date, the volume weighted average price of the Common Shares on the Toronto Stock Exchange (the “TSX”) is equal to or exceeds $0.18 for 20 consecutive trading days, the Company may accelerate the expiry date of the Warrants, in which event the Warrants will expire upon the date (the “Accelerated Expiry Date”) which is 30 days following the dissemination of a press release by the Company announcing the Accelerated Expiry Date.

The proceeds of the Private Placement will be used for working capital purposes and securing polyhalite offtake agreements. The Private Placement is expected to close on or about December 12, 2016 (the “Closing Date”) and is subject to customary closing conditions, including the approval of the TSX. Securities issued under the Private Placement will be subject to a hold period, which will expire four months and one day from the Closing Date.

The Company may pay finder’s fees to certain qualified eligible persons assisting the Company in the Private Placement in an amount equal to 7% of the gross proceeds raised by such finders. The Company may also issue such number of broker warrants (“Broker Warrants”) to qualified eligible persons as is equal to 7% of the aggregate number of Units sold by such finders, each such Broker Warrant entitling the holder to acquire one Common Share for a period of 12 months at an exercise price equal to $0.11.

IC Potash will also extend the warrants to non-insiders expiring December 2016 for 6 months under terms.

IC Potash currently has 10,000,000 warrants set at the exercise price of $0.35 expiring on December 18, 2016.  IC Potash has obtained warrant holder approval to extend 9,760,000 warrants held by arm’s length parties for six months to June 18, 2017 with a reduction of the exercise price to $0.11. The 240,000 warrants held by insiders will not be extended. These warrants were originally issued as part of a private placement undertaken in December of 2013. The amendments to these warrants will become effective on the 10th business day after the date of this press release.

The continued support from the shareholder base will be critical in 2017 as IC Potash intends to excel its marketing and offtake partnerships, IC Potash President and CEO, Mehdi Azodi, stated.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or any exemption from such registration is available.

About IC Potash Corp. 
IC Potash has previously demonstrated a method to make Sulfate of Potash (“SOP”) from its 100%-owned Ochoa polyhalite deposit in Southeast New Mexico and is currently examining ways to become a low-cost fertilizer producer. The current review of IC Potash’s existing feasibility study is being extended to determine a viable positive economic path to the production of direct application polyhalite. The Ochoa project has access to excellent local labor resources, low-cost electricity and natural gas, water, rail lines, and the Port of Galveston, Texas.  IC Potash’s land holdings consist of nearly 90,000 acres of federal subsurface potassium prospecting permits and State of New Mexico potassium mining leases.  For more information, please visit www.icpotash.com.

Forward-Looking Statements 
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties and other factors which may cause the actual results, performance or achievements of IC Potash to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements include statements that use forward-looking terminology such as “may”, “will”, “expect”, “anticipate”, “believe”, “continue”, “potential” or the negative thereof or other variations thereof or comparable terminology. Such forward-looking statements include, without limitation, statements regarding trends in the markets for Sulfate of Potash and polyhalite, the completion of an update review of the feasibility study by the Company, the Company’s intention to investigate the feasibility of polyhalite product production and other statements that are not historical facts. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of IC Potash, including, but not limited to, changes in market trends, the completion, results and timing of studies undertaken by IC Potash, risks associated with mineral exploration and mining activities, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals, the uncertainty of obtaining additional financing, and risks associated with turning reserves into product. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

For More Information, Please Contact: 
IC Potash Corp.    
Mr. Mehdi Azodi, +1-416-779-3268 
Chief Executive Officer
MAZODI@ICPOTASH.COM