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Press release from PR Newswire

Mosaic Announces Pricing of Secondary Offering of Common Stock

Thursday, May 19, 2011

Mosaic Announces Pricing of Secondary Offering of Common Stock18:39 EDT Thursday, May 19, 2011PLYMOUTH, Minn., May 19, 2011 /PRNewswire/ -- The Mosaic Company (NYSE: MOS) announced today that a secondary offering (the "offering") of 100 million shares of its common stock, related to Cargill, Incorporated's exchange of its approximately 64 percent interest in Mosaic with Cargill stockholders and certain debt holders, has priced at a public offering price of $65 per share.   The secondary offering is comprised of 92.5 million shares owned by Cargill's debt holders following a debt-for-equity exchange and 7.5 million shares owned by a charitable trust and foundation formed through the estate planning of Margaret A. Cargill.  In addition, the underwriters have been granted a 30-day option to purchase up to 15 million additional shares from certain of the selling stockholders to cover over-allotments, if any.  The shares to be sold in the offering consist of common stock of GNS II (U.S.) Corp., currently a wholly-owned subsidiary of Mosaic.  Pursuant to the restructuring transactions related to the split-off of Mosaic from Cargill, GNS II will become the parent of Mosaic and will be renamed The Mosaic Company.  Completion of the offering will be conditioned on completion of the restructuring transactions.  Neither Mosaic nor GNS II will receive any proceeds from the offering and there will be no change to the number of outstanding shares or earnings per share of Mosaic as a result of the transaction.  The offering, as well as the transactions described above, including the recapitalization of Mosaic stock, is expected to close on May 25, 2011.A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission and became effective on May 19, 2011. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction. Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and UBS Securities LLC served as the joint book-running managers for the offering.  A prospectus relating to the offering has been filed with the Securities and Exchange Commission and is available at its website A copy of the prospectus may be requested from one of the following banks involved in the transaction. Credit Suisse Securities (USA) LLCAttention: Credit Suisse Prospectus DepartmentOne Madison AvenueNew York, NY 10010Telephone: (800) 221-1037 J.P. Morgan Securities LLCc/o Broadridge Financial Solutions1155 Long Island AvenueEdgewood, NY 11717Telephone: (866) 803-9204 UBS Securities LLCAttention: Prospectus Department299 Park AvenueNew York, NY 10171Telephone: (888) 827-7275 About The Mosaic CompanyThe Mosaic Company is one of the world's leading producers and marketers of concentrated phosphate and potash crop nutrients.  Mosaic is a single source provider of phosphate and potash fertilizers and feed ingredients for the global agriculture industry.  More information on the company is available at The Mosaic CompanyFor further information: Media, Rob Litt, +1-763-577-6187, Investors, Laura Gagnon, +1-763-577-8213