Aug. 15, 2012
MBAC Fertilizer Corp. is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp., on behalf of a syndicate of underwriters led by Canaccord Genuity Corp., pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 5,760,000 common shares of the Company (the "Common Shares") at a price of $2.70 per Common Share for gross proceeds of $15,552,000. The Corporation has granted the underwriters an option (the "Over-Allotment Option") to purchase an additional 864,000 Common Shares at the offer price and on the same terms as the offering, exercisable at any time, in whole or in part, for a period of 30 days after and including the closing date of the offering. If the Over-Allotment Option is exercised in full, an additional C$2,332,800 will be raised pursuant to the Offering, for total aggregate gross proceeds of C$17,884,800.
The Company will file a preliminary short form prospectus in each of the Provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario, for the purpose of qualifying the Common Shares for distribution to the public. The offering is scheduled to close on or about September 5, 2012.
The net proceeds are intended to be used by the Company to advance the Santana and Araxá projects in Brazil and for general working capital purposes.
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.