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01
DEC
2016

American Potash Corp. Closes $161,000 Private Placement

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Vancouver, B.C., December 1, 2016: American Potash Corporation (the “Company”) (AMP:CSE) has closed its previously announced non-brokered private placement (see news release dated November 15, 2016)

The oversubscribed private placement consisted of the issuance of 2,972,256 units at a price of $0.055 per unit for gross proceeds of $161,000. The company would like to clarify further to their previous news release that each unit will be comprised of one common share of the Issuer (a “Share”) and one common share purchase warrant of the Issuer (each whole warrant, a “Warrant”). Each Warrant will be exercisable into a common share of the Company (a “Warrant Share”) for a period of twelve months at an exercise price of CDN$0.10 during the twelve months.

The securities issued under the private placement are subject to a hold period expiring on March 25th, 2017.

The proceeds of this private placement are for the Company’s general working capital and new acquisitions.

All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities law. The offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the Canadian Securities Exchange.

In connection with the closing of the private placement, the company paid certain finder’s fees: 109,453 purchase warrants and $5,249.93 in Finder’s fee. Each finder’s warrant entitles the holder to purchase one additional common share of the company until November 24th, 2017 with an exercise price of $0.10 for twelve months.

About American Potash

American Potash Corp. is dedicated to the acquisition and development of potash mineral deposits in the USA and elsewhere.

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American Potash is a public company focused on discovery, development and production of potassium and lithium resources in the Paradox Basin, Utah and elsewhere. American Potash currently holds exclusive rights to over 26,000 acres in the Paradox Basin with US federal potash permit applications. American Potash expects transferal of the potash permit applications to potash exploration permits by late 2016 or early 2017. In 2016 American Potash acquired lithium mining claims and Utah State lithium leases totaling approximately 8,900 acres (3,602 hectares).

On behalf of the Board of Directors

“Rudy de Jonge”

Rudy de Jonge, CEO

Neither the OTCQX nor the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

Statements in this press release other than purely historical information, including statements relating to the Company’s future plans and objectives or expected results, are “Forward-Looking Statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and Canadian securities laws. Forward Looking Statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company’s business, including risks inherent in resource exploration and development. As a result, actual results may vary materially from those described in the Forward Looking Statements.

Key assumptions upon which the Company’s forward-looking statements and information are based include: the price of potash will rise and not fall significantly; the Company’s ability to secure new financing to continue its exploration and development activities; there being no significant changes in the ability of the Company to comply with environmental, safety and other regulatory requirements; the Company’s ability to obtain regulatory approvals in a timely manner; and the Company’s ability to achieve its growth strategy. These assumptions should be considered carefully by readers. Readers are further cautioned that the foregoing list of assumptions is not exhaustive. Although the Company believes that the assumptions on which the forward-looking statements or information are made are reasonable, based on the information available to the Company on the date such statements were made, no assurances can be given as to whether these assumptions will prove to be correct.