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:

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

from OTC Markets Group – News, Filings & Corporate Actions http://www.otcmarkets.com/stock/MBCFF/news?id=63558