MBAC announces voting results for election of directors and ratification of Advance Notice By-Law
Canada NewsWire
TORONTO, May 24, 2013
TSX:MBC
OTCQX:MBCFF
Shares Outstanding:152,029,492
Fully Diluted:161,252,908
TORONTO , May 24, 2013 /CNW/ - MBAC Fertilizer Corp. (" MBAC " or the " Company ") (TSX: MBC) (OTCQX: MBCFF) today announced the voting results on the election of directors from its 2013 Annual and Special Meeting of Shareholders, as well as the ratification of amendments to the Company's By-Laws to include an advance notice requirement in connection with shareholders intending to nominate directors in certain circumstances (the " By-Law Amendments ").
The voting results on the election of directors are as follows:
| Name | Votes in Favour | % | Votes Withheld | % |
| Peter Marrone | 85,123,563 | 97.94 | 1,790,742 | 2.06 |
| Antenor Silva | 86,093,551 | 99.06 | 820,754 | 0.94 |
| Leonardo Marques da Silva | 85,577,251 | 98.46 | 1,337,054 | 1.54 |
| Alexander Davidson | 85,731,451 | 98.64 | 1,182,854 | 1.36 |
| Denis C. Arsenault | 84,389,240 | 97.09 | 2,525,065 | 2.91 |
| David R. Peterson | 85,592,720 | 98.48 | 1,321,585 | 1.52 |
| Brian Hayward | 85,720,451 | 98.63 | 1,193,854 | 1.37 |
| Eduardo Ledsham | 86,484,805 | 99.51 | 429,500 | 0.49 |
| David Nierenberg | 86,746,105 | 99.81 | 168,200 | 0.19 |
The shareholders ratified the By-Law Amendments setting forth a procedure requiring advance notice (the " Advance Notice Requirement ") to the Company by any shareholder who intends to nominate any person for election as director of the Company other than pursuant to (i) a requisition of a meeting made pursuant to the provisions of the Canada Business Corporations Act (the " CBCA "), or (ii) a shareholder proposal made pursuant to the provisions of the CBCA. Among other things, the By-Law Amendments set a deadline by which such shareholders must notify the Company in writing of an intention to nominate directors prior to any meeting of shareholders at which directors are to be elected and set forth the information that the shareholder must include in the notice for it to be valid.
Among other things, the Advance Notice Requirement fixes a deadline by which holders of record of common shares of the Company must submit director nominations to the Company prior to any annual general or special meeting of shareholders and sets forth the information that a shareholder must include in the written notice to the Company for the notice to be in proper form.
In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 and not more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10 th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Company must be made not later than the close of business on the 15 th day following the day on which the first public announcement of the date of the special meeting was made.
The Advance Notice Requirement provides a clear process for shareholders to follow to nominate directors and sets out a reasonable timeframe for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice Requirement is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice Requirement is intended to facilitate an orderly and efficient meeting process.
A copy of the By-Law Amendments (By-Law # 2) has been filed under the Company's profile at www.sedar.com .
About MBAC
MBAC is focused on becoming a significant integrated producer of phosphate and potash fertilizers and related products in the Brazilian and Latin American markets. MBAC has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance within Brazil . In October 2008 , MBAC acquired Itafós Mineração Ltda., which consisted of a phosphate mine, a mill and plant and related infrastructure, all located in central Brazil . MBAC's exploration portfolio includes a number of additional exciting phosphate and potash projects, which are also located in Brazil . The Santana Phosphate project is a high grade phosphate deposit located in close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Pará State. The Company continues to search for additional fertilizer opportunities in the Brazilian and other Latin-American markets, where strong agricultural fundamentals and unique opportunities are expected to provide attractive growth opportunities in the near future. Further information on MBAC can be found on the Company's website at www.mbacfert.com and on SEDAR at www.sedar.com .
Antenor Silva
Vice Chairman & Chief Executive Officer
FORWARD LOOKING STATEMENTS
This release contains "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including the nomination of directors to the Company's Board of Directors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "planning", "planned", "expects" or "looking forward", "does not expect", "continues", "scheduled", "estimates", "forecasts", "intends", "potential", "anticipates", "does not anticipate", or "belief", or describes a "goal", or variation of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are based on a number of material factors and assumptions made by management and considered reasonable at the time such assumptions were made. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, performance or achievements expressed or implied by the forward-looking statements, including those factors disclosed in the Company's current annual information form and management's discussion and analysis available on SEDAR at www.sedar.com . Although MBAC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The forward-looking statements contained herein are presented for the purpose of assisting investors in understanding the Company's current plans and expectations and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking statements.
SOURCE MBAC Fertilizer Corp.
