The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Expires: August 31, 2015
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569383
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Ltd
Street Address 1 Street Address 2
SUITE 400 111 - 2ND AVENUE SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SASKATOON SASKATCHEWAN, CANADA S7K3R7 1 306 931 2200

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569545
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex International Pte. Ltd
Jurisdiction of Incorporation/Organization
SINGAPORE
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex International Pte. Ltd
Street Address 1 Street Address 2
30 HILL STREET, #04-01
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SINGAPORE SINGAPORE 179360 65 67330221

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569542
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex (Japan) Ltd
Jurisdiction of Incorporation/Organization
JAPAN
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex (Japan) Ltd
Street Address 1 Street Address 2
SUITE 1908, EAST TOWER, SHIN-AOYAMA BUILDING, 1-1-1 MINAMI-AOYANNA MINATO-KU
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
TOKYO JAPAN 1070062 81334788260

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569457
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex (Hong Kong) Ltd
Jurisdiction of Incorporation/Organization
HONG KONG
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex (Hong Kong) Ltd
Street Address 1 Street Address 2
UNIT 2206, WESTLANDS CENTRE 20 WESTLANDS ROAD, QUARRY BAY
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
HONG KONG HONG KONG 000000 852 25909056

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569458
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex International (Canada) Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex International (Canada) Ltd
Street Address 1 Street Address 2
SUITE 1111 100 PARK ROYAL SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
WEST VANCOUVER BRITISH COLUMBIA, CANADA V7T 1A2 604 9037140

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569459
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Terminals (U.S.) Ltd
Jurisdiction of Incorporation/Organization
WASHINGTON
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Terminals (U.S.) Ltd
Street Address 1 Street Address 2
SUITE 400 111 - 2ND AVENUE SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SASKATOON SASKATCHEWAN, CANADA S7K3R7 (306) 931-2200

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569460
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Shipping Services Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Shipping Services Ltd
Street Address 1 Street Address 2
SUITE 400 111-2ND AVENUE SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SASKATOON SASKATCHEWAN, CANADA S7K 3R7 306 9312200

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569461
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Railcar Maintenance Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2011
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Railcar Maintenance Ltd
Street Address 1 Street Address 2
SUITE 400 111-2ND AVENUE SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SASKATOON SASKATCHEWAN, CANADA S7K 3R7 306 9312200

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569468
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Leasing Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Leasing Ltd
Street Address 1 Street Address 2
SUITE 400 111-2ND AVENUE SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SASKATOON SASKATCHEWAN, CANADA S7K 3R7 306 9312200

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569470
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Canpotex Terminals Ltd
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Canpotex Terminals Ltd
Street Address 1 Street Address 2
SUITE 1111 100 PARK ROYAL SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
WEST VANCOUVER BRITISH COLUMBIA, CANADA V7T 1A2 604 903 7140

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001569552
   Corporation
   Limited Partnership
X Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
Portland Bulk Terminals L.L.C.
Jurisdiction of Incorporation/Organization
OREGON
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Portland Bulk Terminals L.L.C.
Street Address 1 Street Address 2
TERMINAL 5 15550 N LOMBARD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
PORTLAND OREGON 97283 503 2854200

3. Related Persons

Last Name First Name Middle Name
Wilson Michael M
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Limited.
Last Name First Name Middle Name
Wilkinson Ron A
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Ltd.
Last Name First Name Middle Name
Prokopanko James T
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Ltd.
Last Name First Name Middle Name
McLellan Richard N
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Ltd.
Last Name First Name Middle Name
Doyle William J
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Ltd.
Last Name First Name Middle Name
Dowdle Stephen F
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Canpotex Ltd.
Last Name First Name Middle Name
Dechka Steven
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Executive Officer of each of the Issuers.
Last Name First Name Middle Name
Nieman Ted J
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of each of the Issuers; Director of each of the Issuers except for Canpotex Ltd.
Last Name First Name Middle Name
Dahl Dwayne N
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of each of the Issuers; Director of each of the Issuers except for Canpotex Ltd.
Last Name First Name Middle Name
Rudderham Scott E
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd, Director and Executive Officer of Canpotex Shipping Services Ltd, Canpotex Leasing Ltd, Canpotex Railcar Maintenance Ltd, Canpotex Terminals Ltd,Portland Bulk Terminals, L.L.C and Canpotex Terminals(U.S.)Ltd.
Last Name First Name Middle Name
Rogiani David
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd; Director and Executive officer of Canpotex International Pte. Ltd.
Last Name First Name Middle Name
Albrecht Matt
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd. Director and Executive Officer of Canpotex International (Canada) Limited, Canpotex (Hong Kong) Limited and Canpotex (Japan) Limited.
Last Name First Name Middle Name
Somers Jon B
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd. Director and Executive Officer of Canpotex Leasing Limited,Canpotex Railcar Maintenance Limited and Canpotex Terminals Limited.
Last Name First Name Middle Name
Tamke Debbie E
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd. Director and Executive officer of Canpotex Shipping Services Limited.
Last Name First Name Middle Name
Kuse Kendra
Street Address 1 Street Address 2
P.O. Box 1600 Suite 400, 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex Ltd.
Last Name First Name Middle Name
Pte. Ltd. Abogado
Street Address 1 Street Address 2
30 Hill Street, #04-01
City State/Province/Country ZIP/PostalCode
Singapore SINGAPORE 179360
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex International Pte. Limited.
Last Name First Name Middle Name
Masons Pinsent
Street Address 1 Street Address 2
Unit 2206, Westlands Centre 20 Westlands Road, Quarry Bay
City State/Province/Country ZIP/PostalCode
Hong Kong HONG KONG 00000
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Executive Officer of Canpotex (Hong Kong) Limited.
Last Name First Name Middle Name
Ishii Hiro
Street Address 1 Street Address 2
Suite 1908, East Tower, Shin-Aoyama Building,1-1-1, Minami-Aoyam, Minato-ku
City State/Province/Country ZIP/PostalCode
Tokyo JAPAN 107-0062
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Executive Officer of Canpotex (Janpan) Limited.
Last Name First Name Middle Name
Miller Matt G
Street Address 1 Street Address 2
Suite 400 111 2nd Avenue South
City State/Province/Country ZIP/PostalCode
Saskatoon SASKATCHEWAN, CANADA S7K 3R7
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director and Executive Officer of Canpotex Railcar Maintenance Limited.
Last Name First Name Middle Name
Jacobson Mark J
Street Address 1 Street Address 2
Terminal 5 15550 N Lombard
City State/Province/Country ZIP/PostalCode
Portland OREGON 97283
Relationship:    Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Director of Portland Bulk Terminals L.L.C.

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
X
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

X New Notice Date of First Sale 2013-02-13    First Sale Yet to Occur
   Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $3,000,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Scotia Capital (USA) Inc. 2739
Street Address 1 Street Address 2
One Liberty Plaza 165 Broadway
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10004
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
COLORADO
MASSACHUSETTS

Recipient
Recipient CRD Number X None
N/A None
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
HSBC Securities (USA) Inc. 19585
Street Address 1 Street Address 2
452 Fifth Avenue
City State/Province/Country ZIP/Postal Code
New York NEW YORK 10018
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
COLORADO
MASSACHUSETTS

13. Offering and Sales Amounts

Total Offering Amount $85,000,000 USD
or    Indefinite
Total Amount Sold $85,000,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
7

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $212,500 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Canpotex Ltd Ted J. Nieman Ted J. Nieman Senior Vice President 2013-02-15
Canpotex International Pte. Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex (Japan) Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex (Hong Kong) Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex International (Canada) Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex Terminals (U.S.) Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex Shipping Services Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex Railcar Maintenance Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex Leasing Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Canpotex Terminals Ltd Ted J. Nieman Ted J. Nieman Director 2013-02-15
Portland Bulk Terminals L.L.C. Ted J. Nieman Ted J. Nieman Director 2013-02-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.