PhosCan Chemical Corp.

PhosCan Chemical Corp.

March 04, 2008 11:48 ET

PhosCan Chemical and Baltic Resources Obtain Shareholder Approvals for Plan of Arrangement

TORONTO, ONTARIO--(Marketwire - March 4, 2008) - PhosCan Chemical Corp. (TSX VENTURE:FOS) ("PhosCan") announced that shareholders of PhosCan have approved the Plan of Arrangement between PhosCan and Baltic Resources Inc. ("Baltic") to implement the merger originally announced on October 29, 2007. Pursuant to the Arrangement, PhosCan will acquire Baltic's 50% interest in the Martison Phosphate Project, such that PhosCan will then hold a 100% interest.

At a special meeting of shareholders held earlier today, PhosCan shareholders approved the Arrangement, with 99.9% of the votes cast being in favour. Shareholders also approved (i) the election of Mr. James Gowans as a director of PhosCan, and (ii) conditional upon completion of the Arrangement, the election of Donald McKinnon, Chris Hodgson and Gordon McKinnon as directors of PhosCan, and the amendment of PhosCan's stock option plan.

The shareholders of Baltic also approved the Arrangement at a meeting held earlier today.

Completion of the Arrangement requires the approval of the Alberta Court of Queen's Bench, and satisfaction of certain other conditions precedent. A hearing by the Alberta Court of Queen's Bench is scheduled to be held on Friday, March 7, 2008. Closing of the Arrangement is expected to occur on or about March 10, 2008.

Pursuant to the Arrangement, Baltic will transfer to its newly formed subsidiary, Canadian Orebodies Inc. ("Orebodies") all of Baltic's assets other than Baltic's interest in the Martison Phosphate Project and 90% of the proceeds of warrants and options exercised since October 29, 2007, and Orebodies will assume all of Baltic's liabilities, other than advances made by PhosCan on Baltic's behalf in respect of the Martison Phosphate Project. Baltic will then amalgamate with PhosCan's wholly-owned subsidiary, 1366825 Alberta Ltd. Under the Arrangement, Baltic shareholders will receive in exchange for each common share of Baltic 1.4 common shares of PhosCan and one common share of Orebodies. Based on the currently outstanding shares, an aggregate of approximately 51,843,259 common shares of PhosCan will be issued in exchange for Baltic shares, such that former Baltic shareholders will hold approximately 37.2% of the then issued and outstanding common shares of PhosCan.

Stephen Case, Chief Executive Officer of PhosCan, said "We are very pleased by the overwhelming support for the Arrangement transaction from the shareholders of both PhosCan and Baltic. The consolidation of 100% ownership of the Martison Phosphate Project in PhosCan is an important milestone in the development of the project. We believe that this transaction will result in an improved platform for financing and executing the continued development of the Martison Project and an enhanced market presence that will create value for our shareholders."

About PhosCan and Baltic

PhosCan and Baltic are engaged through a joint venture agreement in the advancement of the Martison Phosphate Project located near Hearst, Ontario. The Martison Project entails the development of a phosphoric acid plant, utilizing the Martison phosphate deposit and sulphuric acid from Ontario base-metal smelters. Phosphate concentrate and sulphuric acid are the two primary inputs in the production of phosphoric acid. The Martison Project is strategically positioned in proximity to target markets with access to excellent infrastructure including rail, power, labour and an abundant supply of sulphuric acid. The phosphoric acid produced will be used as feedstock for the production of higher valued products in the fertilizer and industrial markets that provide both an economic and logistical advantage.

PhosCan Chemical Corp., Baltic Resources Inc.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements with respect to the Arrangement, and matters concerning the business, operations, strategy, and financial performance of PhosCan and Baltic. These statements generally can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the transaction contemplated herein is completed. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and PhosCan does not undertake any obligation to update such statements except as required by law.

Contact Information

  • PhosCan Chemical Corp.
    Stephen Case
    President & CEO
    (416) 972-9222