MagIndustries Provides Update on Proposed Transaction With COMPLANT
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TORONTO, ONTARIO, Jul 26 (MARKET WIRE) --
MagIndustries Corp. ("MagIndustries" or the "Company") (TSX: MAA) is
pleased to provide an update on the proposed transaction with China
National Complete Plant Import & Export Corporation Limited ("COMPLANT").
On January 29, 2010, MagIndustries and COMPLANT signed a Project
Development Framework ("PDF") which outlined the basis of the parties'
cooperation on the financing and construction of the MagMinerals Mengo
potash project (the "Project"), a 1.2 million tonne per year greenfield
potash project in the Republic of Congo.
Progress during the last six months has been made in the following
respects:
1. A due diligence site visit to the Republic of Congo by COMPLANT in
March;
2. A visit to China and COMPLANT by His Excellency Pierre OBA, Republic of
Congo Minister of Mines and Geology in April on the invitation of
COMPLANT and accompanied by MagIndustries;
3. In depth discussions between COMPLANT and MagIndustries regarding the
technical aspects of the Project including reserves and resources,
process design, construction plan and financing requirements;
4. Completion of an independent feasibility study by a Chinese technical
institute for COMPLANT;
5. Discussions between COMPLANT and Chinese financial institutions
regarding Project debt financing; and
6. Advanced discussions between COMPLANT and MagIndustries regarding
valuation, transaction structure and related conditions.
COMPLANT has agreed that the reasonable ongoing expenses of the
Project after July 1, 2010 until the close of the transaction will be
accrued and re-paid to MagIndustries at the closing.
The PDF included a number of key features which are expected to be
retained in the final agreement:
1. Equity ownership: COMPLANT or its nominee to acquire a controlling
interest in an entity holding MagIndustries' 90% position in the
Project, leaving MagIndustries with a 39.9% interest in the Project and
the Republic of Congo intact with 10%.
2. Terms for Debt: COMPLANT is to source the debt required for the project
in the form of a secured construction loan repayable over a term of 10
years subject to the final approval of the transaction.
3. EPC Contract: COMPLANT is to be appointed Engineering, Procurement and
Construction ("EPC") contractor for the Project and the partners will
enter into a definitive EPC contract to build the Project.
4. Project schedule: Onsite activities are expected to start prior to year
end, 2010.
Following recent meetings COMPLANT and MagIndustries have agreed on
material commercial terms and are drafting the Project Development
Agreement ("PDA"). The PDA is scheduled to be signed by both parties in
Toronto by the end of August 2010, subject to the completion and results
of final due diligence and technical evaluation by COMPLANT and receipt
of authorizations by the boards of directors of each party. It is
anticipated that MagIndustries and COMPLANT will complete the negotiation
and signing of all ancillary agreements and obtain all required
regulatory approvals by November, 2010.
About COMPLANT
COMPLANT is a public company with its head office in Beijing, trading on
the Shenzhen Stock Exchange under the symbol "000151". Its controlling
shareholder is State Development & Investment Corporation ("SDIC"), the
largest state-owned investment holding company in China. SDIC has a
workforce of more than 60,000 employees and at the end of 2009, the
corporation had a registered capital of US$2.7 billion (RMB 18.4 billion)
and total assets of US$31 billion (RMB 209.6 billion).
China National Complete Plant Import and Export (Group) Corporation
(www.complant.com) the parent company of the Complant Group, was
established in 1959 to engineer and build complete manufacturing plants
within China but principally internationally. As the publicly listed
company of the Complant Group, COMPLANT is mainly conducting overseas
general contracting and investment activities. COMPLANT has evolved into
one of China's most active construction and investment companies with a
focus on projects in developing countries. Over their 50 year history
they have built more than 1400 plants in Asia, Latin-America and Africa.
They have numerous branch offices in Africa where they have built
airports, roads, ports, complete mines, energy facilities and plants in
every key industry, while evolving their business model from general
contractor to investor.
For MagIndustries the strategic rationale for the selection of COMPLANT
as a project partner was based on the assessment that COMPLANT:
-- Is a major Chinese EPC Contractor with an international focus
-- Its controlling shareholder, SDIC, is highly experienced in the
investment and production of potash
-- Its controlling shareholder, SDIC, has built and now runs a large
portion of Chinese domestic potash production
-- Has access to corporate and investment institutions for investment in
potash
-- Is very active in Africa and their top executives have personal
knowledge of the Republic of Congo
-- Is a responsive, business oriented group with public-company experience
About MagIndustries Corp.
MagIndustries is a Canadian company whose common shares are listed on the
TSX and trades in Canadian currency under the symbol "MAA". The Company
has 418,342,462 shares outstanding on an undiluted basis. MagIndustries
is focused on the development of its potash assets in the Republic of
Congo. More information on the Company is available on its website,
www.magindustries.com.
Except for historical information, this press release contains
forward-looking statements, which reflect the Company's current
expectation regarding future events. These forward-looking statements
involve risks and uncertainties, which may cause actual results to differ
materially from those statements. Those risks and uncertainties include,
but are not limited to, changing market conditions, and other risks
detailed from time-to-time in the Company's ongoing filings. We undertake
no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events in this press release might not occur.
Cusip: 55917T 102
Contacts:
MagIndustries Corp.
Mr. Bill Burton
President and CEO
416-368-7911
bburton@magindustries.com
MagIndustries Corp.
Mr. Knut Rodne
Director of Communications and Business Development
416-368-7911
krodne@magindustries.com
www.magindustries.com
Copyright 2010, Market Wire, All rights reserved.
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