MBAC Fertilizer Corp. (Formerly Sandwell Mining Ltd.) Completes Acquisition of MBAC Opportunities and Financing Inc.
25 12월 2009 - 12:20AM
Marketwired
MBAC Fertilizer Corp. (formerly Sandwell Mining Ltd.) (the
"Company") (TSX VENTURE: MBC) is pleased to announce that it has
completed the previously announced amalgamation and financing
transactions. The amalgamation of a wholly owned subsidiary of
Sandwell Mining Ltd. and MBAC Opportunities and Financing Inc.
("MBAC") has resulted in the reverse takeover of Sandwell by
shareholders of MBAC and formation of the new company as an
integrated fertilizer company with operations in Brazil.
Following receipt of shareholder approval on December 23, 2009,
and in connection with the transactions, the name of the Company
was changed from Sandwell Mining Ltd. to MBAC Fertilizer Corp. and
the shares were consolidated on the basis of one (1) new common
share for every 15 existing common shares held.
The board of directors and management were also changed as a
result of these transactions. The board is now comprised of Peter
Marrone (Chairman), Antenor F. Silva Junior, Leonardo Marques da
Silva, Alexander Davidson, Greg Thompson and Denis Arsenault, CA.
The new senior management team of the Company now consists of:
Antenor Silva President and Chief Executive Officer
Anthony Cina, CA Vice President, Finance, Chief Financial Officer,
Treasurer and Secretary
Carlos Braga Vice President, Operations
Luiz Bizzi Vice President, Exploration
Steve Burleton Vice President, Corporate Development.
A private placement of subscription receipts at a price of
C$12.50 per subscription receipt (C$3.00 per common share of the
Company after giving effect to the share exchange ratio and the
consolidation) for gross proceeds of C$56,731,250 was also
completed in connection with the transactions. Each subscription
receipt was exercised in accordance with its terms for one (1)
common share of MBAC immediately prior to completion of the reverse
take-over of Sandwell for no additional consideration. The MBAC
private placement was led by Canaccord Capital Corporation and
included Genuity Capital Markets and Wellington West Capital
Markets.
As a result of these transactions, the Company has approximately
72.6 million shares outstanding on a post consolidated basis
(approximately 79.8 million on a fully diluted basis) and
approximately $83 million in cash.
The common shares of the Company are expected to start trading
on the Toronto Stock Exchange (formerly shares of Sandwell Mining
Ltd. traded on the TSXV) under the symbol "MBC" effective December
30, 2009.
About MBAC Fertilizer Corp.
MBAC Fertilizer Corp. is focused on becoming a significant
integrated producer of phosphate and potash fertilizer in the
Brazilian market. In October 2008, MBAC indirectly acquired all of
the quotas of Itafos Mineracao Ltda ("Itafos"), which holds a 100%
interest in the Itafos phosphate mine and related infrastructure
(the "Arraias-Campos Belos Project"). MBAC has also recently
expanded its property portfolio in Brazil with the acquisition of
two potash exploration projects and one additional phosphate
exploration project. MBAC is continuing to search for additional
fertilizer opportunities in the Brazilian and other Latin-American
markets. Strong agricultural fundamentals in Latin-America combined
with unique opportunities in Brazil are expected to provide
attractive growth opportunities for MBAC.
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within
the meaning of applicable Canadian legislation, concerning the
business, operations and financial performance and condition of the
Company and its subsidiaries. Forward-looking information includes,
but is not limited to statements with respect to the expected
listing of the common shares of the Company on the TSX; statements
with respect to the expected continuance of the Company out of
British Columbia; statements with respect to anticipated
developments in the Company's operations in future periods; planned
exploration and development activities; the adequacy of the
Company's financial resources and other events or conditions that
may occur in the future. Generally, these forward-looking
statements can be identified by the use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled estimates", "forecasts", "intends",
"anticipates", "does not anticipate", or "believes", or variations
of such words and phrases or statement that certain actions, events
or results "may", "could", "would", "might", "will" or "will be
taken", "occur", or "be achieved". Forward-looking statements are
based on the opinions and estimates of management as of the date
such statements are made, and they are subject to known and unknown
risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of the
Company to be materially different from those expressed or implied
by such forward-looking statements, including but not limited to:
unexpected events during construction, expansion and operation; and
delay or failure to receive board, government or regulatory
approvals. Although management of the Company has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in
such statements. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not
undertake to update any forward-looking statements that are
incorporated herein, except in accordance with applicable
securities laws.
Contacts: MBAC Fertilizer Corp. Steve Burleton, CFA Vice
President, Corporate Development 416-363-2068
sburleton@mbacfert.com
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