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PhosCan Chemical Announces Results for Year Ended January 31, 2014 and Adopts Amendment to By-Laws Requiring Advance Notice of Nomination of Directors

April 28, 2014

TORONTO, ONTARIO--(Marketwired - April 28, 2014) -

(Expressed in Canadian dollars unless otherwise indicated)

PhosCan Chemical Corp. (TSX:FOS) today released its results for the year ended January 31, 2014.

PhosCan reported a net loss of $371 thousand for the year ended January 31, 2014 compared to a net loss of $223 thousand for the previous fiscal year. The increase in net loss of $148 thousand was primarily due to an increase in professional and legal fees, which in the current year included $109 thousand for advanced-stage due diligence of an investment opportunity and $80 thousand for corporate activity arising from the Company's 2013 annual general meeting. Partially offsetting the contributions to the increase in net loss, the Company recorded an increase in other income of $78 thousand arising primarily from the Company's trading in U.S. dollars and common equity securities of publicly-traded companies.

For the three months ended January 31, 2014, net loss was $128 thousand versus $259 thousand for the same period of the previous year. The decrease in net loss of $131 thousand was primarily due to a $119 thousand decrease in share-based payment expenses, which were the result of large share-based payment expenses in the fourth quarter of the previous year following the grant of 4.4 million stock options at $0.40 per common share in that quarter. A decrease in professional and legal fees of $21 thousand also contributed to the decrease in net loss as the Company maintained its focus on minimizing administration expenses.

Cash, short-term investments and marketable securities were $56.2 million at January 31, 2014 versus $60.1 million at January 31, 2013 and working capital was $57.1 million versus $60.0 million. The decreases were primarily due to $2.5 million of repurchases of the Company's common shares under the normal course issuer bid.

Capitalized expenditures on the Martison Project were $95.9 million at January 31, 2014 as compared to $95.8 million at January 31, 2013. The increase was primarily due to the expense of maintaining the project in good standing with all stakeholders in order to enable the Company to resume the feasibility study on the project when it believes it can secure suitable financing to develop the project to commercial production. Further exploration and evaluation work on the Martison Project will occur as part of the feasibility study.

In the year ended January 31, 2013 and the prior years, a portion (or all) of PhosCan's interest income was offset to the Martison Project. The Company has discontinued this practice and as a result, all interest income is now presented on the Company's income statement. Accordingly, a retrospective restatement has been made to the comparative numbers for the year ended January 31, 2013 and at the beginning of this comparative year. A summary of the main effects for the year ended January 31, 2013 are as follows: on the balance sheet, an increase in Martison Phosphate Project by $2.0 million from $93.8 million to $95.8 million and an increase in Shareholders' Equity by $2.0 million from $137.8 million to $139.7 million. A summary of the main effects at the beginning of the year ended January 31, 2013 are as follows: on the balance sheet, an increase in Martison Phosphate Project by $1.9 million from $91.1 million to $93.0 million and an increase in Shareholders' Equity by $1.9 million from $138.7 million to $140.5 million. The above restatement has no impact on the Company's cash, short-term investments and marketable securities of $55.9 million or its business activities.

During the year, PhosCan continued to originate and evaluate opportunities to acquire and/or invest in assets and businesses with the goal of deploying its cash on hand to create shareholder value. The Company also renewed its normal course issuer bid. PhosCan has repurchased for cancellation 15,816,895 common shares pursuant to the issuer bid, representing at the date of the original start of the issuer bid approximately 12% of the public float of the Company. The shares were purchased at a weighted-average price of approximately $0.28 per share, representing a discount to the pro forma sum of cash, short- term investments and marketable securities per share of 24%. The issuer bid will remain open until October 20, 2014 or any such earlier date as the Company may complete its purchases or otherwise terminate the bid. Purchases pursuant to the renewed bid are being conducted through RBC Dominion Securities Inc.'s institutional equity trading desk.

For a more complete review of the Company's results, copies of PhosCan's financial statements and management's discussion and analysis for the year ended January 31, 2014 may be found on SEDAR (www.sedar.com) or the Company's website at www.phoscan.ca.

PhosCan also announces today that it has adopted an amendment to its by-laws requiring advance notice to the Company for nominations of directors by shareholders other than through a requisitioned meeting or shareholder proposal pursuant to applicable corporate laws.

The by-law amendment is intended to facilitate orderly and efficient meetings at which directors are to be elected and to permit shareholders to exercise their voting rights in an informed manner by allowing them to receive sufficient information with respect to all director nominees and reasonable time for appropriate consideration.

The by-law amendment will provide shareholders, directors and management of PhosCan with a clear framework for nominating directors in a fair and orderly manner. The by-law amendment fixes a deadline by which shareholders of PhosCan must submit director nominations to the Company prior to any annual or special meeting of shareholders. The by-law amendment also sets forth the information that a shareholder must include in the notice to the Company for the notice to be in proper written form in order for any director nominee to be eligible for election at any annual or special meeting of shareholders.

The by-law amendment is effective from April 28, 2014 and will be presented for confirmation by shareholders at the Corporation's next annual shareholders meeting to be held on July 23, 2014. A copy of the by-law amendment has been filed and is available under the Company's profile on SEDAR at www.sedar.com.

About PhosCan

PhosCan owns a 100% interest in the Martison Project and currently has cash, short term investments and marketable securities of approximately $55.9 million. The Company continues to monitor economic conditions for attractively priced acquisitions and investment opportunities that would be accretive to shareholder value.

Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of PhosCan, including, but not limited to, the impact of general economic conditions, industry conditions, volatility of financial markets and commodity prices, risks associated with the uncertainty of exploration results and estimates and that the resource potential will be achieved on development projects, results of future metallurgical testing, currency fluctuations, dependence upon regulatory approvals, and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.

FOR FURTHER INFORMATION PLEASE CONTACT: PhosCan Chemical Corp.Stephen Case President & CEO (416) 972-9222 www.phoscan.ca Source: PhosCan Chemical Corp.


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