MBAC Fertilizer Corp.

MBAC Fertilizer Corp.

December 24, 2009 10:20 ET

MBAC Fertilizer Corp. (Formerly Sandwell Mining Ltd.) Completes Acquisition of MBAC Opportunities and Financing Inc.

TORONTO, ONTARIO--(Marketwire - Dec. 24, 2009) - 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.

Contact Information

  • MBAC Fertilizer Corp.
    Steve Burleton, CFA
    Vice President, Corporate Development