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Prospect Global Resources and Apollo Sign Commitment for $100 Million Investment

    Prospect Global Resources and Apollo Sign Commitment for $100 Million
                                  Investment

Potash Corporation industry veteran Jim Dietz to join Prospect Global Board as
Apollo designee

PR Newswire

DENVER, Nov. 29, 2012

DENVER, Nov. 29, 2012 /PRNewswire/ -- Prospect Global Resources, Inc. (NASDAQ:
PGRX) ("Prospect Global") and certain affiliates of Apollo Global Management,
LLC (NYSE: APO) (collectively, "Apollo")today announced that funds managed by
Apollo have signed a definitive commitment to make a $100-million investment
in Prospect Global.

Prospect Global and Apollo also announced that Jim Dietz, a 42-year veteran of
the chemical and fertilizer industry and the former Chief Operating Officer of
Potash Corporation of Saskatchewan, the world's largest potash producer, will
be joining the board of directors of Prospect Global as Apollo's designee. Mr.
Dietz has spent 27 years of his career in the fertilizer industry, including
the last 17 with Potash Corporation of Saskatchewan. For the 10 years prior to
his retirement in June 2010, he served as Chief Operating Officer of Potash
Corporation, where he was responsible for all operations in the three
manufacturing divisions (potash, phosphate and nitrogen) and for the execution
of Potash Corporation's capital development program, including potash
greenfield and brownfield projects. Mr. Dietz has been serving as a project
advisor to Apollo for the past six months and intends to make a direct
personal investment in Prospect Global.

Mr. Dietz commented: "I am pleased that Apollo asked me to advise them on
their investment in Prospect Global and look forward to joining Prospect
Global's board. Pat Avery has assembled a solid management team and Prospect
Global has been working with a world class group of experienced contractors
and consultants. I am excited to have the opportunity to work with Prospect
Global andto help Prospect Global achieve its objectives."

Mr. Avery, Chief Executive Officer of Prospect Global, said: "It's incredibly
gratifying that a high-caliber executive like Jim Dietz is joining our board.
Jim will help strengthen Prospect Global given his significant potash mining
experience and global network of contacts and relationships. Apollo also
brings a worldwide network of potential customers, corporate partners,
financial sources and experienced operating partners. Such strong ties within
the mining industry will prove especially valuable after the transaction
closes and three more Apollo designees join the board."

Mr. Avery added: "Prospect Global has a very attractive undeveloped
underground potash mining deposit in the United States. We have solid geology,
a detailed plan for permitting, great infrastructure and a strategic location
for domestic and international potash markets. Our next task is completing the
final stages of our Definitive Feasibility Study, which we expect to occur in
the second quarter of 2013. Apollo's commitment as a long term cornerstone
investor, which is being made following the completion of extensive due
diligence by its investment team, its technical advisors at SRK Consulting and
commercial advisors at McKinsey & Company, demonstrates confidence that
Prospect Global will reach this next milestone as well as confidence in the
overall project. With respect to the debt financing required to complete the
project, Prospect Global has already had discussions with a number of leading
sources of international mining financing who have indicated a strong interest
in providing the required project finance debt, which we expect will be around
$1 billion."

Gareth Turner, Senior Partner of Apollo, said: "Apollo is one of the leading
private equity investors in the mining industry and one of the largest
alternative investment management firms in the world. We believe American West
Potash is a world-class project and are impressed with Prospect Global
management's vision and capabilities. We look forward to the next phase of
Prospect Global's development including the publication of the Definitive
Feasibility Study and raising the remaining capital to complete the
construction of the Holbrook mine."

Under the terms of the financing Apollo will purchase $100 million of seven
year 10% Convertible Second Lien Notes following completion of the Definitive
Feasibility Study that satisfies specified conditions, expected in the second
quarter of 2013, as well as satisfaction of certain other closing conditions,
including approval of the transaction by Prospect Global shareholders.
Additionally, Apollo has an option to purchase approximately 26 million shares
of Prospect Global common stock at an exercise price of $2.70 per share and
approximately 22 million shares of Prospect Global common stock at an exercise
price of $3.25 per share (exercisable any time through the six month
anniversary of the purchase of the Notes).

The Notes will have an initial conversion price of $2.70 and an annual
interest rate of 10%, of which 4% would be payable in cash and 6% payable in
kind in additional Notes. The Notes will be convertible at any time by the
holders and can be converted by Prospect Global upon completion of the
Holbrook project and Prospect Global's common stock trading above two times
the then-conversion price for a period of time. Apollo is currently entitled
to designate one director to Prospect Global's board of directors and, upon
closing of the transaction, will be entitled to designate three additional
directors.

Certain Prospect Global shareholders, including members of the Prospect Global
board, management and their affiliates, who collectively own approximately 22%
of Prospect Global's voting stock, have agreed to vote to approve the
transaction. Prospect Global will hold a shareholder meeting, expected to be
early in 2013, to seek approval of the Apollo transactions. Shareholders as
of the record date for the meeting will receive proxy materials from Prospect
Global and should review those materials in deciding whether to vote in favor
of the transactions.

With the exception of historical matters, the matters discussed in this press
release include forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from
projections or estimates contained herein. Such forward-looking statements
include statements regarding future sales of convertible notes and common
stock and the use of proceeds from such sales. Factors that could cause actual
results to differ materially from projections or estimates include, among
others, satisfaction of the closing conditions, including Prospect Global's
ability to complete a Bankable Feasibility Study that satisfies the conditions
contemplated by this investment, potash prices, economic and market
conditions, and the additional risks described in Prospect Global'sfilings
with the SEC, including Prospect Global's Annual Report on Form 10-K for the
year ended March 31, 2012. Most of these factors are beyond Prospect Global's
ability to predict or control. The forward looking statements are made as of
the date hereof and, except as required under applicable securities
legislation, Prospect Global does not assume any obligation to update any
forward-looking statements. Readers are cautioned not to put undue reliance on
forward-looking statements.

This material is not a substitute for the proxy statement Prospect Global will
file with the Securities and Exchange Commission. Investors are urged to read
the proxy statement, which will contain important information when it becomes
available. The proxy statement and other documents which will be filed by
Prospect Global with the Securities and Exchange Commission will be available
free of charge at the SEC's website, www.sec.gov, or by directing a request
when such a filing is made to Prospect Global Resources, 1401 17th Street,
Suite 1550, Denver, Colorado 80202, Attention: Investor Relations. A final
proxy statement will be mailed to shareholders of Prospect Global.

This communication shall not constitute an offer to sell or the solicitation
of an offer to buy securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of such
jurisdiction.

About Prospect Global Resources, Inc. [PGRX]:
Prospect Global Resources, Inc. is a Denver-based company engaged in the
exploration and development of a large, high-quality potash deposit located in
the Holbrook Basin of eastern Arizona.

About Apollo Global Management, LLC [APO]:
Apollo Global Management, founded in 1990, is a leading global alternative
investment manager with offices in New York, Los Angeles, Houston, London,
Frankfurt, Luxembourg, Singapore, Hong Kong and Mumbai. As of September 30,
2012, Apollo had assets under management of approximately $110 billion in its
private equity, credit and real estate businesses, including a $1.4-billion
dedicated natural-resources fund. For more information about Apollo, please
visit www.agm.com.

SOURCE Prospect Global Resources, Inc.

Contact: Thomas Mulligan, Sitrick And Company, +1-212-573-6100
 
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