MBAC Fertilizer Corp. (Formerly Sandwell Mining Ltd.) Completes Acquisition of MBAC Opportunities and Financing Inc.

MBAC Fertilizer Corp. (formerly Sandwell Mining Ltd.) (the "Company") (TSX
VENTURE:MBC) is pleased to announce that it has completed the previously
announced amalgamation and financing transactions. The amalgamation of a wholly
owned subsidiary of Sandwell Mining Ltd. and MBAC Opportunities and Financing
Inc. ("MBAC") has resulted in the reverse takeover of Sandwell by shareholders
of MBAC 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.


The board of directors and management were also changed as a result of these
transactions. The board is now comprised of Peter Marrone (Chairman), Antenor F.
Silva Junior, Leonardo Marques da Silva, Alexander Davidson, Greg Thompson and
Denis Arsenault, CA. The new senior management team of the Company now consists
of:




Antenor Silva       President and Chief Executive Officer
Anthony Cina, CA    Vice President, Finance, Chief Financial Officer,
                    Treasurer and Secretary
Carlos Braga        Vice President, Operations
Luiz Bizzi          Vice President, Exploration
Steve Burleton      Vice President, Corporate Development.



A private placement of subscription receipts at a price of C$12.50 per
subscription receipt (C$3.00 per common share of the Company after giving effect
to the share exchange ratio and the consolidation) for gross proceeds of
C$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 immediately prior to completion of the reverse take-over of
Sandwell for no additional consideration. The MBAC 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 are expected to start trading on the Toronto
Stock Exchange (formerly shares of Sandwell Mining Ltd. traded on the TSXV)
under the symbol "MBC" effective December 30, 2009.


About MBAC Fertilizer Corp.

MBAC Fertilizer Corp. is focused on becoming a significant integrated producer
of phosphate and potash fertilizer in the Brazilian market. In October 2008,
MBAC indirectly acquired all of the quotas of Itafos Mineracao Ltda ("Itafos"),
which holds a 100% interest in the Itafos phosphate mine and related
infrastructure (the "Arraias-Campos Belos Project"). MBAC has also recently
expanded its property portfolio in Brazil with the acquisition of two potash
exploration projects and one additional phosphate exploration project. MBAC is
continuing to search for additional fertilizer opportunities in the Brazilian
and other Latin-American markets. Strong agricultural fundamentals in
Latin-America combined with unique opportunities in Brazil are expected to
provide attractive growth opportunities for MBAC.


Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of
applicable Canadian legislation, concerning the business, operations and
financial performance and condition of the Company and its subsidiaries.
Forward-looking information includes, but is not limited to statements with
respect to the expected listing of the common shares of the Company on the TSX;
statements with respect to the expected continuance of the Company out of
British Columbia; statements with respect to anticipated developments in the
Company's operations in future periods; planned exploration and development
activities; the adequacy of the Company's financial resources and other events
or conditions that may occur in the future. Generally, these forward-looking
statements can be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget", "scheduled
estimates", "forecasts", "intends", "anticipates", "does not anticipate", or
"believes", or variations of such words and phrases or statement that certain
actions, events or results "may", "could", "would", "might", "will" or "will be
taken", "occur", or "be achieved". Forward-looking statements are based on the
opinions and estimates of management as of the date such statements are made,
and they are subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance or
achievements of the Company to be materially different from those expressed or
implied by such forward-looking statements, including but not limited to:
unexpected events during construction, expansion and operation; and delay or
failure to receive board, government or regulatory approvals. Although
management of the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking information, there may be other factors that cause results not
to be as anticipated, estimated or intended. There can be no assurance that such
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly,
readers should not place undue reliance on forward-looking information. The
Company does not undertake to update any forward-looking statements that are
incorporated herein, except in accordance with applicable securities laws.