Zaff LLC

October 28, 2016 20:52 ET

Zaff LLC Acquires Shares of MBAC Fertilizer Corp.

TORONTO, ONTARIO--(Marketwired - Oct. 28, 2016) - Zaff LLC (Zaff) announced that it has acquired ownership of and control over 50,198,869 common shares (Acquired Shares) of MBAC Fertilizer Corp. (MBAC) (TSX VENTURE:MBC) pursuant to the implementation of a plan of compromise and arrangement under the Companies' Creditors Arrangement Act (Canada) (the Restructuring). The Restructuring included a consolidation of MBAC's previously issued and outstanding common shares (Common Shares) on the basis of one new Common Share for every 100 existing Common Shares (the Consolidation).

The Acquired Shares were acquired by Zaff under the Restructuring: (a) in exchange for (i) Zaff's indirect interest in over US$237 million of secured and unsecured debt plus accrued interest owing by operating subsidiaries of MBAC to Zaff or its affiliates; and (ii) Zaff's indirect interest in GB Minerals Ltd. (a TSX Venture Exchange listed phosphate exploration company) and Stonegate Agricom Ltd. (a TSX listed phosphate exploration company); (b) as its proportion of a pool of Common Shares issued to unsecured creditors of MBAC in exchange for certain unsecured claims against MBAC; and (c) in settlement of secured interim financing provided by Zaff.

Prior to the Restructuring, Zaff had no direct or indirect ownership of or control over Common Shares.

Following the Restructuring, Zaff has direct or indirect ownership of and control over 50,198,869 Common Shares, representing approximately 96.25% of the issued and outstanding Common Shares (on an undiluted basis).

Zaff may take actions in the future in respect of its holdings in MBAC based on the then existing facts and circumstances, which actions could include, without limitation, acquisitions or dispositions of shares, whether in the open market, by privately negotiated agreement or otherwise, or in connection with a strategic transaction with MBAC.

The registered office of MBAC is located at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please contact:

Zaff LLC
109 N. Post Oak Lane
Suite 435
Houston, Texas 77024
Attention: Brent de Jong
Telephone: 1-713-239-2701

Contact Information

  • Zaff LLC
    109 N. Post Oak Lane
    Suite 435
    Houston, Texas 77024
    Attention: Brent de Jong
    Telephone: 1-713-239-2701