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MAA Magindustries Corp (Tier2)

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Share Name Share Symbol Market Type
Magindustries Corp (Tier2) TSXV:MAA TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

MagIndustries Corp. Provides Additional Details Regarding the Memorandum of Understanding With a Strategic Party and an Update o

15/06/2009 2:35pm

Marketwired Canada


MagIndustries Corp. ("MagIndustries" or the "Company") (TSX VENTURE:MAA) is
pleased to provide further details with respect to the Memorandum of
Understanding ("MOU") announced in its press release of June 12, 2009.


The Company entered into the MOU with a large Chinese based multi-national
company (the "Subscriber") that intends to subscribe for 400 million
MagIndustries shares at a price of Cdn$0.70.  Although the MOU does not itself
serve as a binding obligation in respect of the share subscription, the terms
contained therein will serve as the basis for the negotiation and finalization
of definitive documentation. MagIndustries has agreed to negotiate exclusively
with the Subscriber until the earlier of July 31, 2009 and the date definitive
documentation is entered into.


In addition to the above terms, the MOU provides that the definitive
documentation will contain a right for the subscriber to participate pro rata in
any future financings completed by the Company and to appoint a majority of
directors to the Company's board.


If the proposed transaction is completed the following fees would be payable to
the agents who assisted the Company with the negotiation of the transaction: a
cash fee of 3% to the lead agent in respect of the proposed transaction plus 2%
to other agents payable pursuant to pre-existing agreements, for a total of 5%
of the value of the equity raised; a cash fee of up to1% of the value of the
debt, to be agreed by the debt provider; and a number of broker warrants equal
to 6% of the number of common shares to be issued with  each broker warrant
exercisable for a period of two years at an exercise price of $0.70.


Closing of the transaction contemplated by the MOU is subject to a number of
conditions and approvals which include approval of the transaction by
MagIndustries' Board of Directors, approval by a majority of MagIndustries
shareholders at a special meeting of shareholders, the approval of all relevant
regulatory and government authorities and satisfactory completion of due
diligence. The share subscription is also conditional on the Subscriber
arranging substantially all of the debt financing required for the completion of
Phase I of the Company's Kouilou Potash Project in the Republic of Congo (the
"Project") as an alternative to debt financing that might be available to the
Company from other sources. Given these conditions there is no assurance that
the transaction will be completed.


The Company would be in a fully funded position with respect to the Project if
the transaction contemplated by the MOU is completed.


Upon conclusion of the investment, the Subscriber would hold approximately 52.7%
of the Company's common shares outstanding (after giving effect to
MagIndustries' recently announced equity financing, assuming the full exercise
of the over-allotment option).


Financing Update

Given the developments set forth in this release, the Company is required to
file an amendment to its short form final prospectus which was filed in
connection with the previously disclosed $26 million equity financing. The
Company anticipates that this filing will be completed on Monday June 15, 2009
and that the closing of the financing will take place on or about Thursday June
18, 2009.


About MagIndustries Corp.

MagIndustries is a Canadian company whose common shares are listed on the
TSX-Venture Exchange and trades in Canadian currency under the symbol "MAA". The
Company has 288,079,962 shares outstanding on an undiluted basis. MagIndustries'
resource subsidiaries are operating and developing major industrial projects in
the Republic of Congo and the Democratic Republic of Congo. More information on
the Company is available at 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.


1 Year Magindustries Corp (Tier2) Chart

1 Year Magindustries Corp (Tier2) Chart

1 Month Magindustries Corp (Tier2) Chart

1 Month Magindustries Corp (Tier2) Chart