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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Immediately following Passport Potash Inc.'s (the "Company") Annual General and Special Meeting of Shareholders (the "AGM") held on September 12, 2013, the Company's Board of Directors convened a meeting and appointed Bill Allred as a director of the Company.

Mr. Allred has worked as a certified public account with his own private accounting practice, Billie J. Allred, CPA, from 1979 to the present. Mr. Allred has served as the Deputy Auditor general for the State of Arizona from 1976 to 1979 and was an audit manager in the Los Angeles and Phoenix offices of Ernst & Young from 1958 to 1968. Mr. Allred received his Bachelor of Science Degree in Accounting from Brigham Young University in 1958 and his A.A. Degree in Business from Eastern Arizona College in 1956. Based on the foregoing. Mr. Allred was a director of American Energy Fields, Inc. from October 2010, which merged with and into Continental Resources Group, Inc. where Mr. Allred continued as a director of Continental Resources Group, Inc. until its dissolution on February 27, 2013.

As a result of the appointment of Mr. Allred as described above, the Company's current executive officers and directors are as follows:

Item 5.07.     Submission of Matters to a Vote of Security Holders

The Company held its AGM on September 12, 2013 to approve the agenda items described below.

A total of 72,075,676 shares (39.25% of the 183,619,388 issued and outstanding shares of the Company's common stock entitled to vote as of July 29, 2013, the record date for the AGM) were present in person or by proxy, constituted a quorum for the transaction of business, and were voted at the AGM. The agenda items submitted at the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted (or withheld/abstained) at the AGM with respect to each agenda item and do not include broker non-votes.

Agenda Item 1.      To set the number of directors at seven (7). The votes cast for or against this agenda item were as follows:

There were no withheld/abstained votes and 266,000 broker non-votes with respect to this agenda item. Broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

Agenda Item 2.      To elect the following seven (7) directors. The votes cast for and withheld/abstained with respect to each nominee were as follows:

There were 50,298,981 broker non-votes with respect to this agenda item. Votes that were withheld/abstained and broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on the election of directors.

Agenda Item 3.      To ratify the appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company's independent registered public accounting firm for the fiscal year ending February 28, 2014. The votes cast for or against this agenda item, and the number of withheld votes/abstentions, were as follows:

There were no broker non-votes with respect to this agenda item. Withheld votes/abstentions were counted for purposes of determining the presence or absence of a quorum. Withheld votes/abstentions were deemed to be "votes cast", and had the same effect as a vote against this agenda item.

Agenda Item 4.      To approve the continuation of the Company's 2011 Rolling Share Option Plan. The votes cast for or against this agenda item were as follows:

There were no withheld/abstained votes and 50,298,981 broker non-votes with respect to this agenda item. Broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

Agenda Item 5. To approve a consolidation of the Company's issued and outstanding shares. The votes cast for or against this agenda item were as follows:

There were no withheld/abstained votes and 50,032,982 broker non-votes with respect to this agenda item. Broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

Agenda Item 6.      To approve an alteration to the Company's current Articles to include "advance notice" provisions to establish certain requirements for the valid nomination for election as a director of the Company of any person who is proposed to be nominated other than by the Board of Directors of the Company. The votes cast for or against this agenda item were as follows:

There were no withheld/abstained votes and 50,298,981 broker non-votes with respect to this agenda item. Broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

Agenda Item 7.      To approve an amendment to the Company's current Articles to change the quorum requirements for the transaction of business at a meeting. The votes cast for or against this agenda item were as follows:

There were no withheld/abstained votes and 50,298,981 broker non-votes with respect to this agenda item. Broker non-votes were counted for the purposes of determining the presence or absence of a quorum but had no other effect on this agenda item.

The Company's solicitation of proxies with respect to its AGM involved securities of an issuer located in Canada and was being effected in accordance with the corporate laws of the Province of British Columbia, Canada, the securities laws of the provinces of Canada as well as the United States federal securities laws.

The Company's Board of Directors convened a meeting immediately following the AGM and reappointed the following executive officers:

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