MagIndustries Corp.
TSX : MAA

MagIndustries Corp.

April 29, 2008 18:02 ET

MagMinerals Potash, a Subsidiary of MagIndustries, Closes Second Tranche of $100 Million Capital Raise

TORONTO, CANADA--(Marketwire - April 29, 2008) - MagIndustries Corp. ("MagIndustries" or the "Company") (TSX VENTURE:MAA) is pleased to announce that it has closed the second tranche of its previously announced best efforts private placement offering (the "Offering") of securities in the capital of MagMinerals Potash Corp. ("MagMinerals"). The securities were priced at Cdn$4.00 each for $20,000,000 in gross proceeds. (See press release dated April 4, 2008).

The Offering was structured as an offering of 5,000,000 common shares ("MagHoldings Shares") in a newly formed entity, MagMinerals Holdings Corp. ("MagHoldings"). MagHoldings used the proceeds from the Offering to immediately subscribe for $20,000,000 of subscription receipts in the capital of MagMinerals at a price of Cdn$4.00 per subscription receipt. In connection with the Offering, MagMinerals has agreed to use its best efforts to cause a liquidity event to occur before the date which is six months following the completion of the Offering (the "Liquidity Event Deadline"). Such liquidity event will involve (i) the completion of a reorganization to, among other things, cause MagMinerals Inc. (Barbados) ("MagBarbados") (the entity which holds the potash assets) to become a wholly-owned subsidiary of MagMinerals, (ii) causing MagMinerals to become a reporting issuer in one or more provinces of Canada and (iii) causing the common shares of MagMinerals to become listed on a Canadian exchange.

Each subscription receipt will entitle the holder thereof to acquire (for no additional consideration) at any time, and will be deemed to cause the holder thereof to acquire on the completion of a liquidity event, one common share in the capital of MagMinerals (or in the event that the aforementioned liquidity event does not occur by the Liquidity Event Deadline, 1.05 common shares in the capital of MagMinerals).

In connection with the transaction, MagIndustries has issued each purchaser of MagHoldings Shares a right (an "Exchange Right"). In the event that the Liquidity Event does not occur by December, 31, 2008, the Exchange Right will entitle and obligate each holder of MagHoldings Shares to exchange such shares for common shares in the capital of MagIndustries ("MagIndustries Shares"). The number of shares to be issued on such exchange will be calculated by dividing the issue price of the MagHoldings Shares (multiplied by 1.05) held by each such holder by the lower of (i) 92.5% of the volume weighted average price of the MagIndustries Shares for the twenty (20) trading day period ending on December 31, 2008, and (ii) $2.15, being the closing price of the MagIndustries Shares on the Closing Date, subject to the restriction that the effective issue price of the MagIndustries Shares shall in no case be less than $1.79

The net proceeds of the Offering will be used by MagMinerals to fund the repayment of approximately 15 million Euros in project related debt incurred in connection with MagBarbados' potash project near Mengo in the Kouilou province of the Republic of the Congo (ROC), with the remaining funds to be applied to the development of Phase I of the project as well as the completion of a feasibility study for Phase II.

The Offering was completed by a syndicate of agents co-led by Cormark Securities Inc. and Paradigm Capital Inc. and included Desjardins Securities Inc., Jennings Capital Inc. and Ambrian Securities plc (the "Agents"). Pursuant to the Offering, the Agents were entitled to receive from MagMinerals a cash fee equal to 5% of the gross proceeds raised in this second tranche. As permitted under the terms of the Offering, the Agents elected to receive their commission in respect of the second tranche in securities. This resulted in the issuance of an additional 250,000 MagHoldings' Shares (and related Exchange Rights) and an additional 250,000 subscription receipts. As a result, pursuant to the first and second tranches, a total of 25,250,000 MagHoldings Shares (and related Exchange Rights) and 25,250,000 subscription receipts of MagMinerals have been issued.

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 195,169,016 shares outstanding on an undiluted basis. MagIndustries' wholly owned resource subsidiaries are operating and developing major industrial projects in the Republic of Congo (ROC) and the Democratic Republic of Congo (DRC).

MagMinerals has received a mining license from the ROC government and a final feasibility study for the development of a 600,000 tonne per year ("tpy") Phase I potash (fertilizer) plant and solution mining field near Pointe-Noire, ROC. The 600,000 tpy Phase II feasibility study is expected to commence shortly.

More information on the Company is available at its website, www.magindustries.com.

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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