PhosCan Chemical Corp.

PhosCan Chemical Corp.

March 10, 2008 13:23 ET

PhosCan Chemical Completes Acquisition of Baltic Resources and Remaining Interest in Martison Phosphate Project

TORONTO, ONTARIO--(Marketwire - March 10, 2008) - PhosCan Chemical Corp. (TSX VENTURE:FOS) ("PhosCan") announced that it has completed the acquisition of Baltic Resources Inc. ("Baltic") pursuant to the Plan of Arrangement between PhosCan and Baltic, as originally announced on October 29, 2007 and as described in detail in PhosCan's management information circular dated January 30, 2008. The Plan of Arrangement was approved by shareholders of PhosCan and Baltic separately on March 4, 2008 and by a final order of the Alberta Court of Queen's Bench issued on March 7, 2008.

Pursuant to the Arrangement, Baltic transferred 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 assumed all of Baltic's liabilities, other than advances made by PhosCan on Baltic's behalf in respect of the Martison Phosphate Project. Baltic then amalgamated with PhosCan's wholly-owned subsidiary, 1366825 Alberta Ltd. Under the Arrangement, Baltic shareholders receive in exchange for each common share of Baltic 1.4 common shares of PhosCan and one common share of Orebodies. An aggregate of approximately 51,843,259 common shares of PhosCan have been issued in exchange for Baltic shares, such that former Baltic shareholders now hold approximately 37.2% of the 139,557,028 issued and outstanding common shares of PhosCan. In addition, PhosCan has reserved for issuance an additional 588,000 PhosCan common shares issuable upon exercise of previously granted Baltic warrants, and PhosCan has issued, in exchange for previously outstanding Baltic stock options, options to purchase an aggregate of 1,120,000 PhosCan common shares.

As a consequence of completion of the transaction, the election of Donald McKinnon, Chris Hodgson and Gordon McKinnon as directors of PhosCan became effective.

Stephen Case, President and Chief Executive Officer of PhosCan, said "We are very pleased to complete this transaction which consolidates 100% ownership of the Martison Phosphate Project in PhosCan. We believe this transaction creates an improved platform for financing and executing the continued development of Martison and will result in an enhanced market presence for PhosCan, both of which we believe will create value for our shareholders."

About PhosCan

PhosCan is engaged 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.

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
    PhosCan Chemical Corp.
    James Pringle
    Vice-President, Finance & CFO
    (416) 972-9222