Agrium Inc.

Decision

Headnote

Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions. Exemption granted from the requirement to audit acquisition statements in accordance with Canadian GAAS or USGAAS -- the acquired business' financial statements have been audited in accordance with International Standards on Auditing. Exemption granted from the requirement to review acquisition statements in accordance with Canadian or U.S. generally accepted review standards -- the acquired business' financial statements will be reviewed in accordance with International Standards for Review Engagements.

Applicable Legislative Provisions

National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency.

National Instrument 44-101 Short Form Prospectus Distributions.

National Instrument 44-102 Shelf Distributions.

Securities Act,R.S.O. 1990, c. S.5, as am., s. 143.

Citation: Agrium Inc., Re, 2010 ABASC 523

November 5, 2010

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

ALBERTA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

AGRIUM INC.

(the Filer)

DECISION

Background

The securities regulatory authority or regulator in each of Jurisdictions (the Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) for:

(a) an exemption under section 9.1 of National Instrument 52-107 Acceptable Accounting Principles, Auditing Standards and Reporting Currency (NI 52-107) from the requirements in section 6.2 of NI 52-107 that any financial statements of AWB Limited (AWB), a company which the Filer has proposed to acquire, which are required by the Legislation to be audited and which may be included in or incorporated by reference into a business acquisition report (the BAR) of the Filer or a prospectus supplement of the Filer (a Prospectus Supplement) whether directly or through their incorporation by reference into the Filer's short form base shelf prospectus dated November 20, 2009 (the Base Prospectus and, collectively with any Prospectus Supplement to the Base Prospectus, the Prospectus), be audited in accordance with Canadian or United States generally accepted auditing standards (the Audit Relief); and

(b) an exemption under section 8.1 of National Instrument 44-101 Short Form Prospectus Distributions (NI 44-101) and under section 11.1 of National Instrument 44-102Shelf Distributions (NI 44-102) from the requirements in sections 4.3 of NI 44-101 and 6.2 of NI 44-102, respectively, that unaudited financial statements of AWB, which may be included in or incorporated by reference into a Prospectus Supplement of the Filer whether directly or through their incorporation by reference into the Filer's Base Prospectus, be reviewed in accordance with Canadian or United States generally accepted standards for a review of interim financial statements by an entity's auditors, as applicable (the Prospectus Review Relief and, together with the Audit Relief, the Exemption Sought).

Further, the securities regulatory authority or regulator in each of the Jurisdictions has received a request from the Filer for a decision that the Application and this decision be kept confidential and not be made public until the earliest of:

(c) the date on which the Filer files a Prospectus Supplement;

(d) the date the Filer advises the principal regulator that there is no longer any need for the Application and this decision to be kept confidential; and

(e) 90 days from the date of this decision.

(the Confidentiality Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Alberta Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in British Columbia, Saskatchewan, Manitoba, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador; and

(c) this decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning as is used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

The Filer

1. The Filer's head office is located in Calgary, Alberta.

2. The Filer is a corporation existing under the Canada Business Corporations Act with a financial year end of December 31.

3. The Filer is a reporting issuer in each of the provinces of Canada, and is not in default of the securities legislation in any of the provinces of Canada.

4. The common shares of the Filer are listed and posted for trading on the Toronto Stock Exchange and on the New York Stock Exchange.

5. The Base Prospectus was filed, and any Prospectus Supplement will be filed, with the securities regulatory authority in each of the provinces of Canada and with the United States Securities and Exchange Commission pursuant to the multijurisdictional disclosure system as established by National Instrument 71-101 The Multijurisdictional Disclosure System.

6. The Filer's annual financial statements are prepared in accordance with Canadian generally accepted accounting principles (Canadian GAAP) and audited in accordance with Canadian generally accepted auditing standards (Canadian GAAS). The Filer's interim financial statements are prepared in accordance with Canadian GAAP and reviewed by the Filer's auditors in accordance with Canadian generally accepted standards for a review of interim financial statements by an entity's auditors.

7. On August 20, 2010, the Filer entered into a definitive agreement with AWB to acquire all the outstanding shares of AWB. The acquisition of AWB by the Filer, if completed, may be a significant acquisition (a Significant Acquisition) for the Filer under Part 8 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102).

AWB

8. AWB is incorporated and domiciled in Australia with a financial year end of September 30 and its shares are listed on the Australian Securities Exchange.

9. AWB's auditor is Ernst & Young LLP, a professional firm providing audit, tax and advisory services.

10. AWB's auditor has represented to the Filer that it has expertise and experience in International Standards on Auditing (ISA) as adopted by the International Auditing and Assurance Standards Board (IAASB).

11. If the acquisition of AWB is a Significant Acquisition for the Filer, pursuant to section 10.2 of Form 44-101F1 and section 8.4 of NI 51-102, certain annual financial statements of AWB (the AWB Annual Financial Statements) will be, and, depending on the timing of the completion of the acquisition, certain interim financial statements of AWB (the AWB Interim Financial Statements and, together with the AWB Annual Financial Statements, the Acquisition Statements) may be, required to be included in or incorporated by reference into the BAR and the Prospectus.

12. The AWB Annual Financial Statements: (a) will be prepared in accordance with Australian Accounting Standards and comply with International Financial Reporting Standards (IFRS) and interpretations as adopted by the International Accounting Standards Board (IASB) in accordance with the requirements of subsection 6.1(1) of NI 52-107; (b) if required by the Legislation to be audited, will be audited in accordance with ISA as adopted by the IAASB pursuant to the requirements governing publicly traded companies in Australia and this fact will be stated in the auditor's report included with such AWB Annual Financial Statements; and (c) will include a reconciliation to Canadian GAAP for the most recently completed annual financial year prior to the acquisition in accordance with the requirements of subsection 6.1(4) of NI 52-107.

13. Any AWB Interim Financial Statements which may be required to be included in or incorporated by reference into the BAR or the Prospectus, from time to time: (a) will be prepared in accordance with Australian Accounting Standards and comply with IFRS and interpretations as adopted by the IASB in accordance with the requirements of subsection 6.1(1) of NI 52-107; (b) will be reviewed by AWB's auditors in accordance with the International Standards on Review Engagements (ISRE) as adopted by the IAASB; and (c) will include a reconciliation to Canadian GAAP for the most recently completed interim period prior to the acquisition in accordance with the requirements of subsection 6.1(4) of NI 52-107.

Decision

Each of the Decision Makers is satisfied that the decision meets the test contained in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that, if the acquisition of AWB is a Significant Acquisition for the Filer:

(a) the Acquisition Financial Statements to be included in or incorporated by reference into the BAR or the Prospectus are:

(i) prepared in accordance with Australian Accounting Standards and comply with IFRS and interpretations as adopted by the IASB; and

(ii) in the case of any AWB Annual Financial Statements which are required by the Legislation to be audited:

A. audited in accordance with ISA as adopted by the IAASB pursuant to the requirements governing publicly traded companies in Australia; and

B. accompanied by an auditor's report from the auditor of AWB, which contains or is accompanied by a statement by the auditor that:

(1) describes any material differences in the form and content of the auditor's report as compared to an auditor's report prepared in accordance with Canadian GAAS; and

(2) indicates that an auditor's report prepared in accordance with Canadian GAAS would not contain a reservation; and

(b) the AWB Interim Financial Statements to be included in or incorporated by reference into the Prospectus are reviewed in accordance with ISRE as adopted by the IAASB.

The further decision of the Decision Makers under the Legislation is that the Confidentiality Sought is granted.

"Blaine Young"
Associate Director, Corporate Finance