MagIndustries Corp.

MagIndustries Corp.

July 15, 2008 07:00 ET

MagIndustries Announces CAD$80 Million Subscription Receipt Offering for Exercise Into Free-Trading Shares of MagPotash


MagIndustries Corp. ("MagIndustries" or the "Company")(TSX VENTURE:MAA) is pleased to announce that it has entered into an agreement with a syndicate of agents co-led by Cormark Securities Inc. and Paradigm Capital Inc. (the "Agents") to sell on a best efforts basis approximately CAD$80 million of subscription receipts (the "Subscription Receipts") in the capital of the Company's subsidiary MagMinerals Potash Corp. ("MagPotash") at a price to be determined in the context of the market (the "Offering"). The Agents will also have the option to increase the size of the Offering by up to CAD$20 million at the same issue price at any time until the closing date.

Each Subscription Receipt will be exercisable into one common share in the capital of MagPotash without payment of additional consideration. The gross proceeds of the Offering shall be held in escrow until the Subscription Receipts become exercisable into common shares of MagPotash through clearing of a final prospectus qualifying the distribution of the common shares in one or more provinces of Canada. Upon completion of the Offering, the Company intends to file a prospectus to, among other things, qualify the distribution of the MagPotash common shares. The Offering is expected to close on or about August 14, 2008 and will be subject to the receipt of all necessary regulatory approvals.

Should MagPotash fail to qualify the common shares for distribution prior to December 31, 2008, the Subscription Receipts shall be redeemed at a price equal to the Offering price plus accrued interest.

The net proceeds of the Offering will be used by MagPotash to fund the balance of the equity requirement for the construction of Phase I of MagPotash's potash project near Mengo in the Kouilou province of the Republic of the Congo.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

About MagIndustries Corp.

MagIndustries Corp. is a Canadian company whose common shares are listed on the TSX-V Exchange and trades in Canadian currency under the symbol "MAA". The Company has 197,514,016 shares outstanding on an undiluted basis, 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

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

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