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MBAC Fertilizer Corp. Completes Acquisition of MBAC Opportunities and Financing Inc.

Published: 01/14/2010

By Mark T. Bennett, Angela Chu, Andrea FitzGerald, Jay F. King, Christopher B. Norton

On December 24, 2009, MBAC Fertilizer Corp. completed the acquisition of MBAC Opportunities and Financing Inc. by way of a three cornered amalgamation. The amalgamation of a wholly owned subsidiary of Sandwell Mining Ltd. and MBAC Opportunities and Financing Inc. resulted in the reverse takeover of Sandwell Mining Ltd. by shareholders of MBAC Opportunities and Financing Inc. and formation of the new company as an integrated fertilizer company with operations in Brazil.

Following receipt of shareholder approval on December 23, 2009, and in connection with the transactions, the name of the Company was changed from Sandwell Mining Ltd. to MBAC Fertilizer Corp. and the shares were consolidated on the basis of one (1) new common share for every 15 existing common shares held.

A private placement of subscription receipts at a price of $12.50 per subscription receipt ($3.00 per common share of the Company after giving effect to the share exchange ratio and the consolidation) for gross proceeds of $56,731,250 was also completed in connection with the transactions. Each subscription receipt was exercised in accordance with its terms for one (1) common share of MBAC Opportunities and Financing Inc. immediately prior to completion of the reverse take-over of Sandwell for no additional consideration. The private placement was led by Canaccord Capital Corporation and included Genuity Capital Markets and Wellington West Capital Markets.

As a result of these transactions, the Company has approximately 72.6 million shares outstanding on a post consolidated basis (approximately 79.8 million on a fully diluted basis) and approximately $83 million in cash.

The common shares of the Company began trading on the Toronto Stock Exchange (formerly shares of Sandwell Mining Ltd. traded on the TSXV) under the symbol "MBC" effective December 30, 2009.

Cassels Brock acted for MBAC Opportunities and Financing Inc. with a team that included Mark Bennett (Securities & Mining), Andrea FitzGerald (Securities & Mining), Jay King (Securities & Mining), Angela Chu (Securities), Simon Flood (Securities), Chris Norton (Tax) and Duane Milot (Tax).