2014

MFC Files Proxy Circular And Exposes Kellogg Group's Unlawful Takeover Strategy VOTE YOUR WHITE PROXY TO STOP THE KELLOGG GROUP FROM OBTAINING CONTROL OF MFC'S BOARD WITHOUT PAYING YOU A CONTROL PREMIUM

NEW YORK, Dec. 2, 2013 /PRNewswire/ -- MFC Industrial Ltd. ("MFC" or the "Company") (NYSE: MIL) today advised shareholders that it has filed its management proxy circular (the "Circular") for the annual and special meeting (the "Meeting") of shareholders of MFC scheduled for December 27, 2013.

The Circular exposes the Kellogg Group's attempt to execute an unlawful takeover of MFC, its breaches of applicable Canadian and United States securities laws and details the Kellogg Group's attempts to put its interests ahead of the interests of other shareholders.  MFC believes that shareholders should be of wary of the Kellogg Group's intentions for the reasons as set forth in the Circular.

Mr. Michael J. Smith, Chief Executive Officer, commented:  "The evidence overwhelmingly suggests that the Kellogg Group wants control of MFC without paying a premium for control.  The MFC board has serious concerns about the actions and motives of the Kellogg Group as set forth in the Circular."

MFC urges shareholders to carefully review MFC's letter to shareholders and the Circular and promptly vote only their WHITE proxy well in advance of the proxy voting deadline of December 24, 2013 at 4:00 p.m. (Hong Kong time).

MFC's letter to shareholders and Circular will be filed on SEDAR and EDGAR and posted to MFC's website at www.mfcindustrial.com/investor_relations.


The board of directors and management of MFC unanimously recommends that shareholders vote only the WHITE proxy FOR Dr. Shuming Zhao and Ravin Prakash as class II directors of MFC and FOR the advance notice policy.


Regardless of the number of shares you own, we ask for your support by casting your vote today by completing and returning ONLY the WHITE proxy.  If you have any questions or need assistance in casting your vote or completing your WHITE proxy, please call Mackenzie Partners Inc. within North America toll free at 1-800-322-2885, collect at (212) 929-5500, or by email at proxy@mackenziepartners.com.

SOURCE MFC Industrial Ltd.



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