ITAFOS AND GB MINERALS ANNOUNCE MERGER Transaction Highlights
NEWS RELEASE
ITAFOS AND GB MINERALS ANNOUNCE MERGER
Transaction Highlights
Itafos, the second largest investor in GB Minerals since January 2014, to merge with GB Minerals,
which owns the Farim phosphate project in Guinea-Bissau, West Africa, with a view to further
develop the Farim project
GB Minerals shareholders benefit from the opportun ity to participate in a combined company with
enhanced technical expertise, project management capabilities and financial resources
Directors and executive officers of GB Minerals, as well as Aterra, collectively holding 48.67% of the
outstanding common shares of GB Minerals, have en tered into voting support agreements with Itafos
in respect of the transaction
Aterra to become and remain a shareholder in Itafos
The disinterested members of the boards of directors of both Itafos and GB Minerals have
unanimously approved the transaction which is expected to close in late February 2018
December 28, 2017 – Itafos (TSX-V: IFOS) and GB Minerals Ltd. (“GB Minerals”) (TSX-V: GBL) are
pleased to announce that they have entered in to a definitive arrangement agreement (the “ Arrangement
Agreement”) pursuant to which Itafos will acquire, by wa y of a court-approved plan of arrangement
under the Business Corporations Act (British Columbia) (the “ Arrangement”), all of the issued and
outstanding common shares of GB Minerals (the “GB Minerals Shares”) in exchange for ordinary shares
of Itafos (the “Itafos Shares”) or for a combination of Itafos Shares and cash, as further described below.
Under the terms of the Arrangement Agreement, shareholders of GB Minerals (each a “ GB Minerals
Shareholder”), other than Itafos and its affiliates, will r eceive, at the election of each such shareholder,
either (i) 0.035714 of an Itafos Share for each GB Minerals Share held (the “ Share Option”); or (ii) a
combination of C$0.05 in cash and 0.011905 of an Itaf os Share for each GB Minerals Share held (the
“Cash and Share Option ” and, together with the Share Option, the “ Consideration”). Outstanding
options to purchase GB Minerals Shares (“ GB Minerals Options ”) will be cancelled in accordance with
the terms of the Arrangement.
The Arrangement is subject to the approval of the Supreme Court of British Columbia and (i) at least two-
thirds of the votes cast by GB Minerals Shareholders at the GB Minerals Meeting (as defined below); (ii)
at least two-thirds of the votes cast by GB Minerals Shareholders and holders of GB Minerals Options
(together with the GB Minerals Shareholders, the “ GB Minerals Securityholders ”) voting as a single
class at the GB Minerals Meeting; and (iii) a majority of the votes cast by disinterested GB Minerals
Shareholders at the GB Minerals Meeting. In add ition to the aforementioned approvals, completion of the
Arrangement is subject to other customary conditions , including the receipt of all necessary regulatory
and stock exchange approvals. Subject to the recei pt of these approvals, and timely satisfaction of the
conditions contained in the Arrangement Agreement, the Arrangement is expect ed to close in late
February 2018. If the Arrangement is completed, th e GB Minerals Shares will be delisted from the TSX
Venture Exchange (the “TSXV”).
The Arrangement Agreement contains customary represen tations and warranties of each party, and non-
solicitation and interim operations c ovenants. The Arrangement Agreement also contains customary non-
solicitation provisions which are subject to GB Minerals ’ right to consider and accept a superior proposal
subject to a matching right in favour of Itafos. In the event that the Arrangement is not completed as a
result of a superior proposal or for other certain sp ecified circumstances, GB Minerals will pay Itafos a
termination fee.
GB Minerals’ Board of Directors (the “GB Minerals Board”) formed a special committee (the “ Special
Committee”) to consider the proposed Arrangeme nt. The Special Committee has unanimously
determined that the completion of the Arrangement is in the best interests of GB Minerals.
Deloitte LLP has provided a verbal fairness opinion (the “ Fairness Opinion”), which determined that,
subject to certain underlying assumptions, limitations a nd qualifications, the Consideration to be received
is fair, from a financial point of view, to the holders of GB Minerals Shares, other than Itafos. The Special
Committee unanimously recommended that the GB Minerals Board approve the Arrangement.
Taking into account the recommendation of the Special Committee and the Fairness Opinion, the GB
Minerals Board has unanimously determined that the Arrangement is in the best interests of GB Minerals,
and recommends that the GB Minerals Shareholders vote in favour of the Arrangement.
In connection with the Arrangement, directors and seni or officers of GB Minerals, who in aggregate hold
1.09% of the outstanding GB Minerals Shares and 70. 25% of the GB Minerals Options, as well as A.B.
Aterra Resources Ltd. (“ Aterra”) (a GB Minerals Shareholder who beneficially owns, or controls or
directs, directly or indirectly 46.5% of the GB Minerals Shares), have entered into customary voting
support agreements (collectively, the “ Support Agreements ”) with Itafos pursuant to which, among
other things, they have agreed to vote their GB Mi neral Shares and GB Minerals Options, as applicable,
in favour of the Arrangement.
Concurrent with the signing of the Arrangement Agre ement, GB Minerals will receive interim financing
in an aggregate amount of US$7 million from Itafos (the “ Interim Financing”). The Interim Financing
will be evidenced by promissory notes that are pre-payabl e, in whole or in part, at any time, bear interest
at a rate of 15% per year and mature six months fro m their respective dates of issuance (collectively, the
“Promissory Notes ”). GB Minerals will use the proceeds of the Interim Financing for expenses and
development of GB Minerals’ Fari m phosphate mineral property and to meet GB Minerals’ financial
obligations and operational commitmen ts. Itafos is a “related party” to GB Minerals under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101 ”) by
virtue of indirectly holding more than 10% of GB Minerals’ issued and outstanding share capital.
Accordingly, the issuance of the Pr omissory Notes is a “related party transaction” under MI 61-101. The
Interim Financing is exempt from (i) the formal va luation requirements under Section 5.4 of MI 61-101
pursuant to Subsections 5.5(b) of MI 61-101; and (i i) the minority approval requirements under Section
5.6 of MI 61-101 pursuant to Subsection 5.7(1)(f) of MI 61-101 because the Interim Financing consists of
loans obtained by GB Minerals from Itafos on reasonable commercial terms that are not less advantageous
to GB Minerals than if the loans were obtained fro m a person dealing at arm’s length with GB Minerals
and are not convertible into, or repayable in, equi ty or voting securities of GB Minerals. A material
change report with respect to the Interim Financing w ill be filed less than 21 days prior to the closing of
the transaction. This time period is reasonable and neces sary in the circumstances as GB Minerals wishes
to complete the transaction in a timely manner.
The notice of meeting of GB Minerals Securityholde rs and information circul ar containing information
relating to the proposed Arrangement is expected to be filed with regulatory authorities and mailed to GB
Minerals Securityholders in January 2018, with the meeting GB Minerals Securi tyholders in relation to
the Arrangement expected to be held in February 2018 (the GB Minerals Meeting ). Copies of the
information circular, the Arrangement Agreement, the Support Agreements and certain related documents
will be filed with the applicable Canadian securitie s regulators and will be available under GB Minerals’
profile on SEDAR at www.sedar.com.
Luis da Silva, President and Chief Executive Officer of GB Minerals, commented:
“The transaction with Itafos provides a clear path for the Farim project to be fully financed and developed
with a group that has rapidly demonstrated it can transact and operate fertilizer businesses and we look
forward to further updating shareholders of this exciting progress.”
Brian Zatarain, Chief Executive Officer of Itafos, commented:
“With the consolidation of Itafos’ interest in GB Minerals, Itafos further diversifies its strategic
positioning and asset base with the Farim project, what we believe to be one of the highest quality
phosphate projects in the world, and we look forward to continue working with a ll its stakeholders as the
project advances.”
None of the securities to be issued pursuant to the Arrangement Agreement have been or will be
registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act”), or any
state securities laws, and any securities issued in the A rrangement are anticipated to be issued in reliance
upon available exemptions from such registration requir ements pursuant to Section 3(a)(10) of the U.S.
Securities Act and applicable exemptions under st ate securities laws. This news release does not
constitute an offer to sell or the solicitation of an offer to buy any securities.
Itafos, which currently beneficially owns, or controls or directs, directly or indirectly 31.3% of the GB
Minerals Shares, will file an updated early warn ing report in connection with entering into the
Arrangement Agreement and the Support Agreements. A copy of the report will be available under GB
Minerals’ profile at www.sedar.com.
Further information on GB Minerals can be found at www.gbminerals.com.
Further information on Itafos can be found at www.itafos.com.
ABOUT ITAFOS
Itafos is an integrated producer of phosphate based fertilizers and specialty products with an attractive
portfolio of long-term and strategic phosphate assets lo cated in key agricultural and fertilizer markets
worldwide. Itafos is managed by an experienced a nd diverse team with exte nsive operations, commercial
and financial expertise in the phospha te fertilizer industry. Itafos owns the Itafos Arraias 500,000 ton per
year Single Super Phosphate (SSP) operations, whic h consists of an integrated fertilizer production
facility comprised of a phosphate mine, a mill, a bene ficiation plant, a sulphuric acid plant, an SSP plant
and related infrastructure located in central Brazil. Itafos’ development portfolio includes a number of
additional projects in Brazil, including the Santana proj ect, a high-grade phosphate mine located in Pará
State and the Araxá project, a high-grade rare earth el ements and phosphate mine located in Minas Gerais
State. In addition, Itafos owns the Paris Hills pr oject, a high-grade phosphate mine located in Idaho,
United States, the Mantaro project, a high-grade phosphate mine located in Junin, Peru and an
approximate 31.3% interest in GB Minerals which owns the Farim project, a high-grade phosphate mine
located in Farim, Guinea Bissau.
ABOUT GB MINERALS LTD.
GB Minerals Ltd. is a Canadian mining explorati on and development company focused on advancing its
Farim phosphate project located in Guinea-Bissau in West Africa, which consists of a high grade
sedimentary phosphate deposit of one continuous phosphate bed extending over a known surface area of
approximately 40 km 2. The Farim phosphate project is estimat ed to contain measured and indicated
resources of 105.6 million dry tonnes at a grade of 28.4% P 2O5 and additional inferred resources of 37.6
million dry tonnes at 27.7% P 2O5. The measured and indicated resources include 44.0 million dry tonnes
of reserves based on a 25 year mine plan with a targeted final production of phosphate concentrate of 1.32
mtpa at a 34.0% P 2O5 grade at 3% moisture based on 1.75 mtpa of run of mine feed. The life of mine
operating costs are approximately US$52.13 per tonne of final concentrate. The initial capital cost for the
project is estimated at US$193.8 million (excluding ow ner’s costs of approximately US$11 million). The
Farim phosphate project is the subject of a feasib ility study entitled “NI 43-101 Technical Report On the
Farim Phosphate Project” (dated effective September 14, 2015). For additional information, please visit
us at www.gbminerals.com.
GB Minerals’ Qualified Person is Dan Markovic, P. Eng., who has reviewed and approves this press
release.
FORWARD LOOKING STATEMENTS
Certain information in this news release relating to Itafos and GB Minerals is forward-looking and related
to anticipated events and strategi es. When used in this context, words such as “will”, “anticipate”,
“believe”, “plan”, “intend”, “target” and “expect” or similar words suggest future outcomes. Forward-
looking information contained in this press release includes, but may not be limited to the Arrangement,
statements related to the closing of the Arrangement, st atements related to the timing of the GB Minerals
Meeting, the receipt of GB Securityholder, court, regulatory and TSXV approvals in respect of the
Arrangement, the Interim Financing, business plans, stat ements or information relating to the anticipated
development activities of Itafos and GB Minerals, an d their respective mineral assets, the potential to
upgrade inferred mineral resources, the ability of GB Minerals to develop the Farim project into a
commercially viable mine and the proposed plans re lating thereto regarding operations, mine design,
estimates relating to tonnage, grades, recovery rates, future phosphate production, future cash flows, life
of mine estimates, expectations regarding production and estimates of capital and operating costs. By
their nature, such statements are subject to significan t risks and uncertainties that may cause actual results
or events to differ materially from current expecta tions. Such risks and uncertainties include, but are not
limited to, the failure to obtain shareholder, regulatory or court approvals in connection with the
Arrangement, the synergies expected from the Arrangeme nt not being realized, business integration risks,
the ability to obtain adequate financing, political, so cial and other risks inherent in daily operations,
industry risks such as commodity prices, interest rate and exchange rate fluctuations, health, safety and
environmental risks and competition. Readers ar e cautioned not to place undue reliance on forward-
looking information as actual results could differ mate rially from the plans, expectations, estimates or
intentions expressed in the forward-looking informa tion. Forward-looking information speaks only as of
the date on which it is made and, except as may be re quired by applicable law, Itafos and GB Minerals
disclaim any obligation to update or modify such forw ard-looking information, either as a result of new
information, future events or for any other reason.
Disclosure herein of exploration information and of mineral resources and mineral reserves relative to the
GB Minerals’ Farim project is derived from the 2015 F easibility Study. Information relating to “mineral
resources” and “mineral reserves” is deemed to be forward-looking information as it involves the implied
assessment based on certain estimates and assumptions that the mineral resources and mineral reserves
can be profitable in the future. Such estimates are expressions of judgment based on knowledge, mining
experience, analysis of drilling results and industry pr actices. Valid estimates ma de at a given time may
significantly change when new info rmation becomes available. By their nature, mineral resource and
mineral reserve estimates are imprecise and depend, to a certain extent, upon statistical inferences which
may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could
have a material adverse impact on GB Minerals. Accordingly, readers should not place undue reliance on
forward-looking information. Mineral resources that are not mineral reserves do not have demonstrated
economic viability. Due to the uncertainty that may be attached to inferred mineral resources, it cannot
be assumed that all or any part of an inferred mine ral resource will be upgraded to an indicated or
measured mineral resource as a result of continued exploration.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE