MagIndustries Corp.

MagIndustries Corp.

February 11, 2011 10:17 ET

MagIndustries Announces Decision of TSC Capital Ltd. Not to Proceed With Subscription for Units

TORONTO, ONTARIO--(Marketwire - Feb. 11, 2011) - MagIndustries Corp. ("MagIndustries" or the "Company") (TSX:MAA) reports that the Company has received a letter from TSC Capital Ltd. ("TSC") indicating TSC's decision not to subscribe for units under a letter of intent announced on December 21, 2010.

Rich Morrow, CEO of the Company, said, "We are disappointed that we could not reach final financial terms with TSC. However, the management team will continue to work diligently with the Company's advisors on the alternative transactions that we are currently assessing."

MagIndustries has retained BMO Capital Markets as its financial advisor to assist the Company in evaluating strategic alternatives.

As consideration for entering into the letter of intent, the Company issued to TSC 113,481,000 common share purchase warrants (the "Warrants"). Each Warrant entitles TSC to acquire one common share in the capital of the Company at an exercise price of Cdn$0.32 per common share at any time until December 21, 2011. If the Warrants are fully exercised, the common shares issuable to TSC would bring TSC's ownership of MagIndustries to approximately 19.9% of the issued and outstanding shares of the Company. TSC also retains the non-dilution rights set out in the Warrants and the letter of intent and the right to receive compensation for its expenses of Cdn$2.6 million upon exercise of 50% of the Warrants.

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 456,772,463 shares outstanding on an undiluted basis. MagIndustries is focused on the development of its potash assets in the Republic of Congo. More information on the Company is available on 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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