MagIndustries Corp.

MagIndustries Corp.

February 01, 2010 07:01 ET

MagIndustries Signs Project Development Framework Agreement With COMPLANT

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2010) -

Editors Note: There is a photo included with this Press Release.

MagIndustries Corp. ("MagIndustries" or the "Company") (TSX:MAA) is pleased to announce the signing of a Project Development Framework ("PDF") with COMPLANT, the business name of the China National Complete Plant Import & Export Company Limited. COMPLANT is a public company with its head office in Beijing, trading on the Shenzhen Stock Exchange under the symbol "000151". Its controlling shareholder is State Development & Investment Corporation ("SDIC"), the largest state-owned investment holding company in China. At the end of 2008, SDIC had a workforce of more than 60,000 employees with registered capital of US$2.4 billion, total assets of US$ 25.7 billion and shareholders' equity of US$ 8.3 billion.

MagIndustries reported on November 30, 2009 that with the expiry of the Sinohydro exclusivity period, the Company had started discussions with several other parties interested in investing in the Company or directly in its MagMinerals potash subsidiary and/or the construction of the Company's 1.2 million tpy Mengo Potash Project (the "Project") and arrangement of the debt associated with the Project.

The Project Development Framework signed by Mr. William B. Burton, President and CEO of MagIndustries and by Mr. Zou Baozhong, Chairman of the Board of COMPLANT, includes a number of key features:

1. Schedule of milestones: The PDF includes a schedule of milestones to be met in the course of turning the framework into a set of final agreements. The milestones relate to the completion of due diligence and the signing of definitive documents by the end of July 2010, and targeting a start of construction by November 2010. Closing by the end of July 2010 is subject to the receipt of all necessary government and shareholder approvals in China and Canada.

2. EPC Contract: The Company has agreed to appoint COMPLANT Engineering, Procurement and Construction ("EPC") contractor for the Project. During the initial phase, COMPLANT will review all of the Company's engineering designs and equipment providers with a view to identifying material reductions in costs to reach a price for the Project. On the basis of this review of the Project, the partners will enter into a definitive EPC contract to build the Project.

3. Term Sheet for Debt: Of high importance to MagIndustries is that COMPLANT undertakes to source debt financing for 100% of the cost of the EPC contract. The indicative term sheet in the PDF provides for a secured construction loan of an amount up to US$1.2 billion, repayable over a minimum term of 10 years from commissioning, bearing interest at a rate approximately 200 basis points above the People's Bank of China's floating mid to long term loan rate (currently posted at 6%).

4. Product Compensation and Sharing Agreement: A portion of the production of the Project at a price to be determined by a formula will be directed to the service of the Project debt and for an additional period of time beyond the repayment of the Project debt to be negotiated.

5. Option to COMPLANT or its nominee for a controlling interest in the Project: The PDF provides an option for COMPLANT or its nominee to acquire a 50.1% interest in MPC or equivalent economics in an entity holding MagIndustries' 90% position in MPC subject to the completion of the definitive option agreement. Exercise of the option would leave MagIndustries with a 39.9% interest in the Project and the Republic of Congo intact with 10%. The option is exercisable over the 12 months from the effective date of the EPC contract at a price to be determined by a mutually agreed third party valuation of the Project.

6. Exclusivity to COMPLANT: The PDF provides a period of six months exclusivity to COMPLANT for the accomplishment of the diligence, engineering and negotiation phases outlined in the PDF.

To view the photo included with this press release, please visit the following link:


China National Complete Plant Import and Export (Group) Corporation ( the parent company of the Complant Group, was established in 1959 to engineer and build complete manufacturing plants within China but principally internationally. As the publicly listed company of the Complant Group, COMPLANT is mainly conducting overseas general contracting and investment activities. COMPLANT has evolved into one of China's most active construction and investment companies with a focus on projects in developing countries. Over their 50 year history they have built approximately 1500 plants in more than 100 countries, primarily in Africa, Asia and Eastern Europe. They have numerous branch offices in Africa where they have built airports, roads, ports, complete mines, energy facilities and plants in every key industry, while evolving their business model from general contractor to investor.

For MagIndustries the strategic rationale for the selection of COMPLANT as a project partner was based on the assessment that COMPLANT:

  • Is a major Chinese EPC Contractor with an international focus
  • Its controlling shareholder, SDIC, is richly experienced in the investment and production of potash
  • Its controlling shareholder, SDIC, has built and now runs a large portion of Chinese domestic potash production
  • Has access to corporate and investment institutions for investment in potash
  • Is very active in Africa and their top executives have personal knowledge of the Republic of Congo
  • Is a responsive, business oriented group with public company experience

Commenting on the PDF, Bill Burton, President and CEO of MagIndustries said, "We believe that in COMPLANT we have found an exceptionally qualified partner for the financing and execution phase of the Mengo Potash Project. They are a very highly resourced partner – technically, financially and politically; they provide a very strong strategic fit with their current involvement in the potash industry and tremendous record of accomplishment in Africa; and as a public company themselves they understand our commitments and priorities."

About MagIndustries Corp.

MagIndustries is a Canadian company whose common shares are listed on the TSX and trades in Canadian currency under the symbol "MAA". The Company has 360,522,462 shares outstanding on an undiluted basis. MagIndustries' resource subsidiaries are operating and developing major industrial projects in the Republic of Congo and the Democratic Republic of Congo. More information on the Company is available at its website,

Except for historical information, this press release contains forward-looking statements, which reflect the Company's current expectation regarding future events. These forward-looking statements involve risks and uncertainties, which may cause actual results to differ materially from those statements. Those risks and uncertainties include, but are not limited to, changing market conditions, and other risks detailed from time-to-time in the Company's ongoing filings. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events in this press release might not occur.

Cusip: 55917T 102

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