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posted on Feb 01, 2008 09:16AM
Feb 01, 2008 14:09 ET

PhosCan Chemical and Baltic Resources Finalize Arrangement Agreement; Shareholder Meetings Scheduled for March 4, 2008

TORONTO, ONTARIO--(Marketwire - Feb. 1, 2008) - PhosCan Chemical Corp. (TSX VENTURE:FOS) announced today that it has entered a definitive Arrangement Agreement with Baltic Resources Inc. providing for a Plan of Arrangement (the "Arrangement") to implement the merger originally announced on October 29, 2007. Pursuant to the Arrangement, PhosCan will acquire Baltic's 50% interest in the Martison Phosphate Project, such that PhosCan will then hold a 100% interest.

Pursuant to the Arrangement, Baltic will transfer 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 will assume all of Baltic's liabilities, other than advances made by PhosCan on Baltic's behalf in respect of the Martison Phosphate Project. Baltic will then amalgamate with PhosCan's wholly-owned subsidiary, 1366825 Alberta Ltd. Under the Arrangement, Baltic shareholders will receive in exchange for each common share of Baltic 1.4 common shares of PhosCan and one common share of Orebodies. Based on the currently outstanding shares, an aggregate of approximately 51,843,259 common shares of PhosCan will be issued in exchange for Baltic shares, such that former Baltic shareholders will hold approximately 37.2% of the then issued and outstanding common shares of PhosCan. Upon completion of the Arrangement, three representatives of Baltic, being Donald McKinnon, Chris Hodgson and Gordon McKinnon, will become directors of PhosCan.

Each of PhosCan and Baltic will hold shareholders' meetings on Tuesday, March 4, 2008 to consider the Arrangement and certain related matters. Completion of the Arrangement is conditional upon, among other things, the approval of a majority of votes cast by PhosCan shareholders and at least two-thirds of the votes cast by Baltic shareholders. The boards of directors of each of PhosCan and Baltic have approved the Arrangement and have unanimously recommended that shareholders vote in favour of approval of the Arrangement.

Stephen Case, Chief Executive Officer of PhosCan, said "The consolidation of 100% ownership of the Martison Phosphate Project in PhosCan is an important milestone in the development of the project. We believe that this transaction will result in an improved platform for financing and executing the continued development of the Martison Project and an enhanced market presence that will create value for our shareholders."

About PhosCan and Baltic

PhosCan and Baltic are engaged through a joint venture agreement 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.

PhosCan Chemical Corp., Baltic Resources Inc.

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.

For more information, please contact

PhosCan Chemical Corp.
Stephen Case
President & CEO
(416) 972-9222
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