X0206 3/A 2012-08-27 2012-09-12 0 0001508128 PASSPORT POTASH INC PPI 0001548407 Bleak Joshua 3266 WEST GALVESTON DRIVE APACHE JUNCTION AZ 85120 1 1 0 0 President and CEO Common Stock 4385688 D Share Purchase Warrants 0.1 2010-06-29 2012-06-29 Common Stock 0 D The reporting person failed to include 504,394 shares of the issuer that it had acquired on June 27, 2012 pursuant to the exercise of share purchase warrants. The 504,394 share purchase warrants that were inadvertently previously reported in this line item in the initial Form 3 were exercised by the reporting person on June 27, 2012 and are now included in the total number of shares of common stock owned by the reporting person. Price shown reflects Canadian dollars. /s/ Joshua Bleak 2012-09-21