Major Royster-Clark unitholders support Agrium's final offer

Release Date: 1/25/2006

CALGARY, Alberta -- Agrium Inc. (TSX and NYSE: AGU) announced today that it has increased its offer to purchase all outstanding Royster-Clark Income Deposit Securities (IDSs) to $11.90 (Canadian) cash per IDS, and as a result, has extended the expiry time of its offer until midnight (Vancouver time) on February 8, 2006.  This is Agrium’s final offer to acquire Royster-Clark IDSs. 

A number of major Royster-Clark unitholders have agreed to lock-up and tender to this offer, consisting of: 

• Amaranth LLC, 
• Signature Advisors Inc. (CI Investments), 
• Elliott & Page Limited (Manulife), 
• Carlson Capital LP, 
• funds affiliated with Ramius Capital Group, LLC, 
• Greywolf Capital Management LP,
• Jet Capital Investors LP. 

Together these seven funds have combined holdings of over 40 percent (13.14 million units) of the 32.5 million outstanding IDSs.  We believe that less than 300,000 of these IDSs were included in the 30.7 percent (9.97 million units) of IDSs previously tendered.  In addition, a number of other Royster-Clark unitholders have indicated to Agrium that they would be willing to tender at this level.

“We are very pleased at the level of support we have received from Royster-Clark unitholders for our final offer.  We look forward to a successful closure of our offer, and to combining Royster-Clark’s operations with our successful Retail business,” said Mike Wilson, President and CEO of Agrium.

Agrium Inc. is a leading global producer and marketer of agricultural nutrients and industrial products and a major retail supplier of agricultural products and services in both North and South America.  Agrium produces and markets three primary groups of nutrients: nitrogen, phosphate and potash as well as controlled release fertilizers and micronutrients. Agrium’s strategy is to grow through incremental expansion of its existing operations and acquisitions as well as the development, commercialization and marketing of new products and international opportunities.
 
This press release contains forward-looking statements.  Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.  These risk factors relative to this bid, include: realization of operational synergies, reliance on Royster-Clark Ltd.’s publicly available information which may not fully identify all risks related to their performance, success in integrating the retail distribution systems, and the integration of supply chain management processes, as well as other risk factors listed from time to time in Agrium’s reports, comprehensive public disclosure documents including the Annual Information Form, and in other filings with securities commissions in Canada (on SEDAR at www.sedar.com) and the United States (on EDGAR at www.sec.gov).