Other information regarding potential participants in such proxysolicitation and a description of their direct and indirect interests bysecurity holdings or otherwise will

Other information regarding potential participants in such proxysolicitation and a description of their direct and indirect interests, bysecurity holdings or otherwise, will be contained in any proxy statementfiled in connection with the proposed transaction. All information in this press release concerning CF, including itsbusiness, operations and financial results, was obtained from publicsources. While Agrium has no knowledge that any such information isinaccurate or incomplete, Agrium has not had the opportunity to verifyany of that information.Forward-Looking StatementsCertain statements in this press release constitute forward-lookingstatements. Such forward-looking statements involve known and unknownrisks and uncertainties, including those referred to in the MD&A sectionof the Corporation’s most recent annual report to shareholders, which maycause the actual results, performance or achievements of the Corporationto be materially different from any future results, performance orachievements expressed or implied by such forward-looking statements.

Except as required by law,Agrium disclaims any intention or obligation to update or revise anyforward-looking information as a result of new information or futureevents OTHERAgrium Inc. is a major Retail supplier of agricultural products andservices in North and South America, a leading global Wholesale producerand marketer of all three major agricultural nutrients and the premiersupplier of specialty fertilizers in North America through our AdvancedTechnologies business unit. Agrium’s strategy is to grow across the valuechain through acquisition, incremental expansion of its existingoperations and through the development, commercialization and marketingof new products and international opportunities. Our strategy placesparticular emphasis on growth opportunities that both increase andstabilize our earnings profile in the continuing transformation of Agrium.A WEBSITE SIMULCAST of the 2009 1st Quarter Conference Call will beavailable in a listen-only mode beginning Wednesday, May 6, 2009 at 9:30a.m MT (11:30 a.m ET).

Please visit the following website: INC.Consolidated Statements of Operations (Millions of U.S. (b) Net of tax of $9-million.(c) Adjustment at January 1, 2008 for adoption of accounting standards forinventory. Net of tax of $1-million.(d) Net of tax and non-controlling interest of $1-million and $6-million.See accompanying notes.AGRIUM INC.Summarized Notes to the Consolidated Financial Statements For the three months ended March 31, 2009 (Millions of U.S dollars, except per share amounts) (Unaudited)1. SIGNIFICANT ACCOUNTING POLICIESThe Company’s accounting policies are in accordance with accountingprinciples generally accepted in Canada and are consistent with thoseoutlined in the annual audited financial statements except where statedbelow. These interim consolidated financial statements do not include alldisclosures normally provided in annual financial statements and shouldbe read in conjunction with the Company’s audited consolidated financialstatements for the year ended December 31, 2008.

In management’s opinion,the interim consolidated financial statements include all adjustmentsnecessary to present fairly such information.The agricultural products business is seasonal in nature. Sales areconcentrated in the spring and fall planting seasons, while producedinventories are accumulated throughout the year. Cash collectionsgenerally occur after the planting seasons in North and South America.Certain comparative figures have been reclassified to conform to thecurrent year’s presentation.Significant accounting standard and policy changesDate and methodDescriptionof adoption Impact—————————————————————————-Goodwill and Intangible Assets January 1, 2009;No materialestablishes guidance for the prospective for impact onrecognition, measurement, presentation intangible itemsearnings orand disclosure of goodwill and initially expensed; financialintangible assets, including guidance on retrospective for positionpre-production and start-upintangible itemscosts, requiring that these costs be initially capitalizedexpensed as incurred. The currentgoodwill standards are carried forwardunchanged.——————————————————————————————————————————————————–Recent accounting pronouncements not yet adopted Date and methodDescriptionof adoption Impact—————————————————————————-International Financial ReportingJanuary 1, 2011 orCurrently beingStandards (IFRS) – the Canadianearlier; in reviewedInstitute of Chartered Accountants accordance withAccounting Standards Board has IFRS 1published its strategic plan forconvergence of Canadian generallyaccepted accounting standards with IFRSas issued by the InternationalAccounting Standards Board.