/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
TSX:MBC
OTCQX:MBCFF
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.
About MBAC
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.
Antenor Silva
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.
Steve Burleton, Vice President Corporate Development, at 416-367-2200, investor@mbacfert.com or visit our website at: www.mbacfert.com

