SOURCE: MBAC Fertilizer Corp.

MBAC Fertilizer Corp.

April 15, 2016 09:00 ET

MBAC Provides Update Regarding Regulatory Matters

TORONTO, ON--(Marketwired - April 15, 2016) - MBAC Fertilizer Corp. ("MBAC" or the "Company") (TSX: MBC) today announced that it has received a letter from the Toronto Stock Exchange ("TSX") indicating that the common shares and warrants of the Company will be delisted effective at the close of market on May 13, 2016. Trading in the securities of MBAC has been suspended since April 5, 2016, on which date the Company announced a proposed restructuring under the Companies' Creditors Arrangement Act, and will remain suspended until the delisting from the TSX. 

It is the intent of the Company to maintain a public listing for the Company's shares. The Company is considering its options, including commencing an application process for listing its common shares on the TSX Venture Exchange (the "TSXV"). There can be no assurance that a listing on the TSXV, or another exchange, will be obtained before MBAC is delisted from the TSX or at all.

Previously, on March 30, 2016, the Company announced that it would be unable to file its annual information form, audited annual financial statements, management's discussion and analysis and related certifications for the fiscal year ended December 31, 2015 (collectively, the "Annual Filings") by the regulatory deadline due to the Company's ongoing financial constraints. MBAC is working diligently to file the Annual Filings on or before April 29, 2016.

As a result of the delay in filing the Annual Filings, on April 5, 2016, a cease trade order was issued by the Company's principal regulator, the Ontario Securities Commission, which ceases all trading in securities of the Company until further order by the Director. 

The Company also announced that Zaff LLC ("Zaff"), the investment fund active in the fertilizer industry with which the Company has signed a support agreement (the "Support Agreement"), as described in the Company's press release dated April 5, 2016, has increased its bridge loan to the Company with an advance of US$400,000, bringing the total amount that Zaff has made available to MBAC under bridge loans to approximately US$3.77 million. The proceeds of the new advance under the bridge loans will be used to fund general and administrative expenses. The bridge loans are secured and carry an interest rate of 15% per annum and a maturity date of (a) the earlier of (i) 180 days following the date of advance and (ii) termination of the Support Agreement or (b) a later date as Zaff and MBAC may mutually agree.

FORWARD-LOOKING STATEMENTS

This press release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements related to activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements concerning the Company's expectations regarding its ability to obtain a listing on the TSXV or another exchange or to complete and file the Annual Filings. Forward-looking statements are often identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", " does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such statements are made, and forward-looking statements involve known and unknown risks, uncertainties and other factors may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. Such risk factors include, but are not limited to, the Company's ability to generate sufficient cash flow from operations or obtain adequate financing to fund its capital expenditures and meeting working capital needs; as well as those factors disclosed in the Company's current Annual Information Form and Management's Discussion and Analysis, as well as other public disclosure documents, available on SEDAR at www.sedar.com

Although MBAC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate. The forward looking statements contained herein are presented for the purposes of assisting investors in understanding the Company's plans, objectives and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements. Except as required by law, MBAC disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained in this press release to reflect future results, events or developments. 

About MBAC

MBAC is focused on becoming a significant integrated producer of phosphate fertilizers and related products in the Brazilian market. MBAC has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance within Brazil. MBAC owns and operates the Itafós Arraias SSP Operations, which consists of an integrated fertilizer producing facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP plant and a granulation plant and related infrastructure located in central Brazil ("Itafós Operations"). The Itafós Operations are estimated to have production capacity of approximately 500,000 tonnes of SSP per annum. MBAC's exploration portfolio includes a number of additional exciting projects, which are also located in Brazil. The Santana Phosphate Project is a high-grade phosphate deposit located in close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Pará State.

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