MBAC closes loan agreement with Banco Itaú BBA and receives first disbursement

TSX: MBC
OTCQX: MBCFF
Shares Outstanding: 152,029,492
Fully Diluted: 166,974,330

TORONTO, Sept. 4, 2013 /CNW/ - MBAC Fertilizer Corp. ("MBAC" or the "Company") (TSX:MBC and OTCQX:MBCFF) has executed final documentation and received its first disbursement in the amount of approximately US$35.4 million under its previously announced unsecured loan facilities from Banco Itaú BBA S.A. ("Itaú Loan Facilities").  The total amount available under the Itaú Loan Facilities is approximately US$62.0 million. Proceeds from the Itaú Loan Facilities will be used for, among other purposes, working capital to support the ramp-up of the Itafós operations and general corporate purposes.

As part of the conditions precedent to the initial disbursement, Itaú BBA received letters from two of Itafós' customers confirming delivery of the SSP product and stating that the SSP product meets industry standards.  The Company expects to receive the remaining funds in September.

Upon closing of the Itaú Loan Facilities, the Company has issued an aggregate of 6,081,180 warrants to Itaú, with each warrant entitling the holder to purchase one common share of the Company at a price of $2.20 per share until April 15, 2019. The securities are subject to a statutory four month and one day hold period in Canada.

The loan facility was raised as part of a competitive process in which the Company received several term sheets. Moelis & Company acted as financial advisor to the Company.

About MBAC

MBAC is focused on becoming a significant integrated producer of phosphate fertilizers and related products in the Brazilian and Latin American markets. 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. 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 phosphate and minor potash 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. The Company continues to search for additional fertilizer opportunities in the Brazilian and other Latin-American markets, where strong agricultural fundamentals and unique opportunities are expected to provide attractive growth opportunities in the near future. Further information on MBAC can be found on the Company's website at www.mbacfert.com and on SEDAR at www.sedar.com.

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 related to the Company's business strategy, objectives and goals; the expectation that the remaining funds will be disbursed in September, the expectation that  Itafós Operations will realize the estimated capacity of 500,000 tonnes a year of SSP, the expectation that the Santana Phosphate project will be developed to produce fertilizer and animal feed, . 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, among others, the risk that remaining funds will not be disbursed in September, the Company's goal of becoming a significant integrated producer of fertilizers, the realization of Itafós estimated capacity of 500,000 tonnes a year of SSP; 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 plan, objectives and goals and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements.

SOURCE: MBAC Fertilizer Corp.

Steve Burleton, Vice President Corporate Development, at 416-367-2200, [email protected] or visit our website at: www.mbacfert.com