Itafos - Press Release - Completion of
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Itafos - Press Release - Completion of
Sale of Araxá Itafos 2.26.25 (Final).docx
TSX-V: IFOS
News Release
ITAFOS COMPLETES THE SALE OF ITS ARAXÁ PROJECT
HOUSTON, TX – February 26, 2025 – Itafos Inc. (TSX-V: IFOS) (the “Company”) is pleased to announce that, further to its
announcement of August 5, 2024, it has com pleted the sale of its 100% interest in its Araxá project to a wholly-owned subsidiar y of St
George Mining Limited (“St George”) (ASX: SGQ) (the “Transaction”). St George now owns all of the outstanding securities of It afos
Araxá Mineracao E Fertilizantes S.A (“Itafos Araxá”).
Pursuant to the sale agreement with St George (the “Sale Agreement”), the Company has received from St George the first install ment
cash payment of USD$10,000,000 (less withholding tax payable) and (a) 266,782,003 ordinary shares of St George (“SGQ Shares”)
representing 10% of St George’s outstanding share capital, (b) 86, 111,025 options to acquire SGQ S hares at an exercise price of
AUD$0.04, expiring two years from the date of issue; and (c) 11,111,100 performance rights, convertible into SGQ Shares for no additional
consideration upon St George reporting an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves
(JORC) compliant inferred resource of no less than 25Mt @ 3.5% total rare earth oxide (“TREO”) at a cut-off of 2% TREO within f ive
years from the date of issue.
Pursuant to the Sale Agreement, St George is required to make two additional cash installment payments to the Company as follows: (a)
USD$6,000,000 nine months after comple tion of the transaction which occurred on February 26, 2025 (“Completion”); and (b)
USD$5,000,000 18 months after Completion (collectively, the “Deferred Payments”).
David Delaney, Chief Executive Officer of the Company, commented: “The sale of our non-core Araxá development asset demonstrates
our commitment to delivering long term shareholder value. We ar e pleased to partner with St George as a 10% equity shareholder and
to retain an indirect economic interest in the Araxá asset as St George develops this niobium rare-earth mineral asset to unloc k its full
value.”
The obligation of St George to make the De ferred Payments to the Company is secured by St George’s assets in Australia and Brazil
until such time as the Deferred Payments have been received by the Company.
The Araxá project is located in Minas Gerais, Brazil and hosts a niobium and rare earth elements deposit with the potential for
development of a vertically integrated mi ne and extraction plant capable of producing rare earth oxides and niobium oxide to se rve
international markets.
About Itafos
The Company is a phosphate and specialty fertilizer company. The Company’s businesses and projects are as follows:
Conda – a vertically integrated phosphate fertilizer business lo cated in Idaho, US with production capacity as follows:
- approximately 550kt per year of monoammonium p hosphate (“MAP”), MAP with micronutrients (“MAP+”),
superphosphoric acid (“SPA”), merchant grade phosphoric acid (“MGA”) and ammonium polyphosphate (“APP”); and
- approximately 27kt per year of hy drofluorosilicic acid (“HFSA”);
Arraias – a vertically integrated phosphat e fertilizer business located in Tocantins, Brazil with production capacity as follows:
- approximately 500kt per year of single superphosph ate (“SSP”) and SSP with micronutrients (“SSP+”); and
- approximately 40kt per year of excess sulfuric acid (220kt per year gross sulfuric acid production capacity);
Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau; and
Santana – a vertically integrated hi gh-grade phosphate mine and fertilizer plant project located in Pará, Brazil.
The Company is a Delaware corporation that is headquartered in Houston, TX. The Company’s shares trade on the TSX-V under the
ticker symbol “IFOS”. The Company’s principal shareholder is CL Fertilizers Holding LLC (“CLF”). CLF is an affiliate of Castlelake, L.P.,
a global private investment firm.
For more information, or to join the Company’s mailing list to receive notification of future news releases, please visit the Company’s
website at www.itafos.com.
Forward-Looking Information
Certain information contained in this news rele ase constitutes forward-looking information (“FLI”), including statements with respect to
the Transaction and any information related to: the timing and abil ity of St George to pay the Company the Deferred Payments and the
equity ownership that the Company has in St George. All information other than inform ation of historical fact may constitute fo rward-
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looking information. The use of any of the words “intend”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”,
“should”, “would”, “believe”, “predict” and “potential” and similar expressions are intended to identify forward-looking information.
The FLI contained in this news release is based on the opinions, assumptions and estimates of management set out herein, which
management believes are reasonable as at the date the statements are made. Those opinions, assumptions and estimates are inherently
subject to a variety of risks and uncertainties and other known an d unknown factors that could c ause actual events or results t o differ
materially from those projected in the FLI. These include the Company’s expectations and assumptions with respect to the follow ing:
commodity prices; operating results; safety risks; changes to the Company’s mineral reserves and resources; risk that timing of expected
permitting will not be met; changes to mine development and completion; foreign operations risks; changes to regulation; environmental
risks; the impact of adverse weather and climate change; general economic changes, including inflation and foreign exchange rates; the
actions of the Company’s competitors and counterparties; financ ing, liquidity, credit and capital risks; the loss of key person nel;
impairment risks; cybersecurity risks; risks relating to transporta tion and infrastructure; changes to equipment and suppliers; adverse
litigation; changes to permitting and licensing; geo-political risks; loss of land title and access rights; changes to insurance and uninsured
risks; the potential for malicious acts; mark et volatility; changes to technology; changes to tax la ws; the risk of operating i n foreign
jurisdictions; and the risks posed by a controlling shareholder and other conflicts of interest. Readers are cautioned that the foregoing list
of risks, uncertainties and assumptions is not exhaustive.
Although the Company has attempted to identify crucial factors that could cause actual actions, events or results to differ materially from
those described in the FLI, 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 FLI will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such information. The reader is cautioned not to place undue reliance on FLI. The Company undertakes no obligati on to
update forward-looking statements if circumst ances or management’s estimates, assumptions or opinions should change, except as
required by applicable securities law. Additional risks and uncertainties affecting the FLI contained in this news release are described in
greater detail in the Company’s current Annual Information Form and current Management’s Discussion and Analysis available under the
Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.itafos.com. The FLI included in this news
release is expressly qualified by this cautionary statement and is made as of the date of this news release.
NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX-V) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
For further information, please contact:
Matthew O’Neill
Executive Vice President & Chief Financial Officer
713-242-8446
For Media and Investor Relations:
Alliance Advisors IR
Fatema Bhabrawala
Director, Media Relations
647-620-5002