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Shares Outstanding: 128,550,364
Fully Diluted: 137,773,780
TORONTO, April 1, 2013 /CNW/ - MBAC Fertilizer Corp. ("MBAC" or the "Company") (TSX: MBC) and (OTCQX: MBCFF) is pleased to announce that it has amended the terms of the previously announced bought deal private placement with a syndicate of underwriters led by Canaccord Genuity Corp. and including National Bank Financial Inc. and BMO Capital Markets ("collectively, the "Underwriters") to increase the size of the offering by an additional 2,275,000 Common Shares. Under the amended terms of the offering, the Underwriters have agreed to purchase an aggregate of 22,775,000 common shares for total gross proceeds of C$50,105,000 (the "Offering").
The Company and the Underwriters have also agreed to maintain the Over-Allotment Option in connection with the Offering to allow the Underwriters to purchase an additional 4,550,000 Common Shares of the Company for additional gross proceeds of $10,010,000.
The net proceeds are intended to be used by the Company for the completion of the Itafós Project and for working capital and general and administrative purposes. The shares issued under the above private placement will be subject to a four month hold period under applicable Canadian securities legislation.
The offering is subject to the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of MBAC Fertilizer Corp. in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.
MBAC is focused on becoming a significant integrated producer of phosphate and potash fertilizers and related products in the Brazilian and Latin American markets. MBAC has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance within Brazil. In October 2008, MBAC acquired Itafós Mineração Ltda., which consisted of a phosphate mine, a mill and plant and related infrastructure, all located in central Brazil. MBAC's exploration portfolio includes a number of additional exciting phosphate and potash projects, which are also located in Brazil. The Santana Phosphate project is a high grade phosphate deposit located in close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Pará State. The Company continues to search for additional fertilizer opportunities in the Brazilian and other Latin-American markets, where strong agricultural fundamentals and unique opportunities are expected to provide attractive growth opportunities in the near future. Further information on MBAC can be found on the Company's website at www.mbacfert.com and on SEDAR at www.sedar.com.
Vice Chairman & Chief Executive Officer
FORWARD LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements related to activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements related to the Company's business strategy, objectives and goals; the completion of Itafós Project within a timely and costly manner, that the Bought Deal will be closed on or around April 18, 2013, the expectation that the Underwriter's Option will be exercised, the expectation that the funds of the offer will be used for completion of the Itafós project and for general corporate purposes. Forward-looking statements are often identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statements are made, and forward-looking statements involve known and unknown risks, uncertainties and other factors may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such factors include, among others, completion of commissioning of the beneficiation plant at the Itafós Project, the expectation that Itafós will be fully licensed and in operation by the end of Q2 2013, the belief that the detailed engineering and scope changes made to the project are sufficient to ensure completion of the Itafós Project, the belief that there will be no further delays on the expected timeline for the completion of Itafós Project and start-up, the Company's forecasts related to capital expenditures, costs to complete, working capital and funding requirements to complete the Itafós Project and other funding requirements, the expectation that the Itafós Project will reach nominal capacity by the end of the year and will produce at full capacity starting in 2014, the expectation that the company will sell 175,000 to 225,000 tonnes in 2013 and that sales will increase towards full capacity in 2014, the expectation that product will be delivered in July 2013, the expectation that the Bought Private Placement will close on April 18, 2013, as well as those factors disclosed in the Company's current Annual Information Form and Management's Discussion and Analysis, as well as other public disclosure documents, available on SEDAR at www.sedar.com. Although MBAC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Company's plan, objectives and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements.
SOURCE: MBAC Fertilizer Corp.
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