Agrium Substantially Increases Offer for CF Industries to $40.00 in Cash Plus One Agrium Share Per CF Share

CALGARY, ALBERTA, May 11 (MARKET WIRE) --
ALL AMOUNTS ARE STATED IN U.S.$

Agrium Inc. (TSX: AGU)(NYSE: AGU) today announced it is substantially
increasing its exchange offer to acquire all of the outstanding shares of
CF Industries Holdings, Inc. (NYSE: CF) to $85.20 per CF share based on
Agrium's closing stock price on May 8, 2009. Under the revised terms, CF
stockholders would receive $40.00 in cash, an increase of $5.00, or 14.3
percent, in the cash consideration, and one common share of Agrium for
each CF share.

The increased offer represents a premium of 53 percent to CF's closing
price on February 24, 2009, the day before Agrium announced its initial
proposal, and 68 percent to the previous 30-day volume weighted average
price.

Mike Wilson, Agrium's President and CEO, said, "This substantial increase
in cash, along with Agrium's strong and diversified business profile,
provides CF stockholders with a very attractive opportunity and reaffirms
our commitment to acquiring CF. Given an increase of over 25% in the cash
component since our initial offer, we believe more than ever that our bid
delivers far superior value for CF stockholders compared with any
alternatives articulated by CF, including remaining independent or paying
a premium for Terra Industries."

"As part of our continuing efforts to negotiate a mutually beneficial
transaction with CF, we again attempted in recent days to meet with CF's
management and financial advisors to discuss a transaction at a
substantially higher price. CF has repeatedly rebuffed our efforts to
meet, leaving us no choice but to take our increased offer directly to CF
stockholders. It is time for CF stockholders to tell the CF Board to come
to the table."

Agrium's offer is not subject to a financing condition. Agrium has
sufficient cash resources and committed financing underwritten by Royal
Bank of Canada and The Bank of Nova Scotia to fund the cash portion of
the offer.

Agrium also announced that it has extended the expiration date of the
exchange offer until 12:00 midnight, New York City time, June 15, 2009.
The exchange offer was previously set to expire at 12:00 midnight, New
York City time, on Tuesday, May 19, 2009.

As of midnight, New York City time, on May 8, 2009, approximately 1.27
million shares of common stock of CF Industries had been tendered in and
not withdrawn from the exchange offer.

Additional Information

RBC Capital Markets, Goldman, Sachs & Co., and Scotia Capital are acting
as financial advisors; Paul, Weiss, Rifkind, Wharton & Garrison LLP and
Blake, Cassels & Graydon LLP as legal counsel; and Georgeson Inc. as
information agent in connection with Agrium's offer.

Stockholder questions regarding the exchange offer or requests for
offering materials should be directed to Agrium's information agent for
the exchange offer, Georgeson Inc., toll-free at (866) 318-0506. Offering
materials are also available on the SEC's web site at www.sec.gov. CF
stockholders are urged to read the offering materials filed by Agrium,
which contain important information about the offer. For further
information regarding Agrium's offer for CF, please visit www.agrium.com.

About Agrium

Agrium Inc. is a major retail supplier of agricultural products and
services in both North and South America and a leading global producer
and marketer of agricultural nutrients and industrial products. 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. Contact us at: www.agrium.com.

Important Information

This press release does not constitute an offer to exchange, or a
solicitation of an offer to exchange, common stock of CF Industries
Holdings, Inc. ("CF"), nor is it a substitute for the Tender Offer
Statement on Schedule TO or the Prospectus/Offer to Exchange included in
the Registration Statement on Form F-4 (including the Letter of
Transmittal and related documents) (collectively, as amended from time to
time, the "Exchange Offer Documents") filed by Agrium Inc. ("Agrium")
with the U.S. Securities and Exchange Commission (the "SEC") on March 16,
2009, as amended. The Registration Statement on Form F-4 has not yet
become effective. The offer to exchange is made only through the Exchange
Offer Documents. INVESTORS AND SECURITY HOLDERS OF AGRIUM AND CF ARE
URGED TO READ THE EXCHANGE OFFER DOCUMENTS AND OTHER RELEVANT MATERIALS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER TO
EXCHANGE.

Copies of any documents filed by Agrium with the SEC are available free
of charge through the web site maintained by the SEC at www.sec.gov, by
calling the SEC at telephone number 800-SEC-0330 or by directing a
request to the Agrium Investor Relations/Media Department, Agrium Inc,
13131 Lake Fraser Drive S.E., Calgary, Alberta, Canada T2J 7E8. Free
copies of any such documents can also be obtained by calling Georgeson
Inc. toll-free at (866) 318-0506.

Agrium, North, their respective directors and executive officers and
certain other persons are deemed to be participants in any solicitation
of proxies from CF's stockholders in respect of the proposed transaction
with CF. Information regarding Agrium's directors and executive officers
is available in its management proxy circular dated April 3, 2009
relating to the annual general meeting of its shareholders to be held on
May 13, 2009. Other information regarding potential participants in such
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in any
proxy statement filed in connection with the proposed transaction.

All information in this press release concerning CF, including its
business, operations and financial results, was obtained from public
sources. While Agrium has no knowledge that any such information is
inaccurate or incomplete, Agrium has not had the opportunity to verify
any of that information.

Forward-Looking Statements

Certain statements and other information included in this press release
constitute "forward-looking information" within the meaning of applicable
Canadian securities legislation or constitute "forward-looking
statements" (together, "forward-looking statements"). All statements in
this press release, other than those relating to historical information
or current condition, are forward-looking statements, including, but not
limited to, estimates, forecasts and statements as to management's
expectations with respect to, among other things, business and financial
prospects, financial multiples and accretion estimates, future trends,
plans, strategies, objectives and expectations, including with respect to
future operations following the proposed acquisition of CF. These
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond our control, which could cause
actual results to differ materially from such forward-looking statements.

Events or circumstances that could cause actual results to differ
materially from those in the forward-looking statements, include, but are
not limited to, CF's failure to accept Agrium's proposal and enter into a
definitive agreement to effect the transaction, Agrium common shares
issued in connection with the proposed acquisition may have a market
value lower than expected, the businesses of Agrium and CF, or any other
recent business acquisitions, may not be integrated successfully or such
integration may be more difficult, time-consuming or costly than
expected, the expected combination benefits and synergies and costs
savings from the Agrium/CF transaction may not be fully realized or not
realized within the expected time frame, the possible delay in the
completion of the steps required to be taken for the eventual combination
of the two companies, including the possibility that approvals or
clearances required to be obtained from regulatory and other agencies and
bodies will not be obtained in a timely manner or will be obtained on
conditions that may require divestiture of assets expected to be
acquired, disruption from the proposed transaction making it more
difficult to maintain relationships with customers, employees and
suppliers, general business and economic conditions, interest rates,
exchange rates and tax rates, weather conditions, crop prices, the
supply, demand and price level for our major products, gas prices and gas
availability, operating rates and production costs, domestic fertilizer
consumption and any changes in government policy in key agriculture
markets, including the application of price controls and tariffs on
fertilizers and the availability of subsidies or changes in their
amounts, changes in development plans, construction progress, political
risks, including civil unrest, actions by armed groups or conflict,
governmental and regulatory requirements and actions by governmental
authorities, including changes in government policy, changes in
environmental, tax and other laws or regulations and the interpretation
thereof and other risk factors detailed from time to time in Agrium and
CF's reports filed with the SEC.

Agrium disclaims any intention or obligation to update or revise any
forward-looking statements in this press release as a result of new
information or future events, except as may be required under applicable
U.S. federal securities laws or applicable Canadian securities
legislation. These forward-looking statements are based on certain
assumptions and analyses made by us in light of our experience and
perception of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate in the
circumstances. Expected future developments are based, in part, upon
assumptions respecting our ability to successfully integrate the
businesses of Agrium and CF, or any other recent acquisitions.

All of the forward-looking statements contained herein are qualified by
these cautionary statements and by the assumptions that are stated or
inherent in such forward-looking statements. Although we believe these
assumptions are reasonable, undue reliance should not be placed on these
assumptions and such forward-looking statements. The key assumptions that
have been made in connection with the forward-looking statements include,
but are not limited to, CF's acceptance of Agrium's proposal and the
entering into of a definitive agreement to effect the proposed
transaction, closing the proposed transaction, the market value of Agrium
common shares issued in connection with the proposed acquisition, our
ability to successfully integrate within expected time frames and costs,
and realize the expected combination benefits and synergies and costs
savings from, the combination of the businesses of Agrium and CF, or any
other recent business acquisitions, and our ability to maintain
relationships with customers, employees and suppliers during the course
of the proposed transaction.

Contacts:
Agrium Inc.
Richard Downey
Senior Director, Investor Relations
(403) 225-7357

Agrium Inc.
Ashley Harris
Manager, Investor Relations
(403) 225-7437
www.agrium.com

Georgeson Inc.
Tom Gardiner
(212) 440-9872

Media:
Sard Verbinnen & Co
Drew Brown/Stephanie Pillersdorf
(212) 687-8080

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