Itafos and Gb Minerals Complete Plan of Arrangement
NEWS RELEASE
ITAFOS AND GB MINERALS COMPLETE PLAN OF ARRANGEMENT
February 27, 2018 – Itafos (TSX-V: IFOS) and GB Minerals Ltd. (“ GB Minerals ”) (TSX-V: GBL) are
pleased to announce today the completion of the previously announced plan of arrangement under the
Business Corporations Act (British Columbia) (the “Arrangement”), pursuant to which Itafos acquired all
of the issued and outstanding common shares of GB Minerals (the “ GB Minerals Shares ”) not already
owned directly or indirectly by Itafos in exchange for ordinary shares of Itafos (the “ Itafos Shares”) or a
combination of Itafos Shares and cash, as further de scribed below. As a result of the Arrangement, GB
Minerals has become an indirect and wholly owned subsidiary of Itafos.
Under the Arrangement, holders of GB Minerals Shares (the “ GB Minerals Shareholders ”), other than
Itafos and its affiliates, were able to elect to receive one of the following: (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 Itafos Share for each GB Minerals Share held (the “ Cash and Share Option ” and,
together with the Share Option, the “ Consideration”). GB Minerals Sharehol ders that did not make a
valid election to receive the Cash and Share Option pr ior to 5:00 p.m. (Toronto time) on February 22,
2018, the election deadline, are deemed to have elected to receive the Share Option. Outstanding
options to purchase GB Minerals Shares were ca ncelled in accordance with the terms of the
Arrangement.
All GB Minerals Shareholders will be pr ovided with the Consideration described above, depending on the
election or deemed election, as the case may be, made by such shareholde r. Of the 747,948,785 GB
Minerals Shares not already owned directly or indi rectly by Itafos, approximately 86.5% (647,255,464 GB
Minerals Shares) will receive t he Cash and Share Option and approx imately 13.5% (100,693,321 GB
Minerals Shares) will receive the Share Option. As a result, Itafo s will be paying C$32,362,773.20 and
issuing approximately 11,301,732 Itafos Shares to GB Minerals Shareholders pursuant to the
Arrangement.
Pursuant to the letter of transmittal and election mailed to registered GB Minerals Shareholders as part of
the materials in connection with the Meeting (as defi ned below), in order to receive the Itafos Shares to
which they are entitled, register ed GB Minerals Shareholders who have not already done so will be
required to deposit their share certificate(s) or di rect registration system advice(s) representing GB
Minerals Shares, together with the duly completed letter of transmittal and election, with TSX Trust
Company, the depositary under the Arrangement. GB Mi nerals Shareholders whose GB Minerals Shares
are registered in the name of a broker, dealer, bank , trust company or other nominee must contact their
nominee to deposit their GB Minerals Shares if they have not already done so.
The Arrangement was approved by securityholders of GB Minerals at a special meeting held on February
21, 2018 (the " Meeting"). The British Columbia Supreme Court issued a final order approving the
Arrangement on February 23, 2018. Th e GB Minerals Shares are expected to be de-listed from the TSX
Venture Exchange (the “TSX-V”) after the close of trading on or about February 28, 2018. An application
will also be made for GB Minerals to cease to be a reporting issuer in the applicable jurisdictions.
Immediately prior to the completion of the Arrang ement, Itafos, beneficially owned, or controlled or
directed, directly or indirectly 31.3% of the GB Minerals Shares. Itafos will file an updated early warning
report in connection with the co mpletion of the Arrangement. A copy of the report will be available under
GB Minerals’ profile at www.sedar.com.
ABOUT ITAFOS
Itafos is an integrated producer of phosphate fertilizers with an attractive portfolio of long-term strategic
assets. Itafos is managed by an experienced and diverse team with extensive commercial, financial, legal
and technical expertise. Itafos owns the Conda Ph osphate Operations, which produces approximately
540,000 tons per year of mono-ammonium phosph ate, super phosphoric acid, merchant grade
phosphoric acid and specialty products located in Idaho, United States and the Arraias Phosphate
Operations which produces approximately 500,000 tons per year of single super phosphate located in
central Brazil. Itafos’ development portfolio includes a number of additional projects in Brazil, including the
Santana Project, a high-grade phosphate mine project located in Pará State and the Araxá Project, a
high-grade rare earth elements, niobi um and phosphate mine project located in Minas Gerais State. In
addition, Itafos owns the Paris Hills Project, a high-grade phosphate mine project located in Idaho, United
States, the Mantaro Project, a high-grade phosphate mi ne project located in Junin, Peru and the Farim
Project, a high-grade phosphate mine project located in Farim, Guinea Bissau. Further information on
Itafos can be found at www.itafos.com.
ABOUT GB MINERALS LTD.
GB Minerals Ltd. is a Canadian mining exploratio n 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 km2. Further information on GB Minerals can be found at www.gbminerals.com.
FORWARD LOOKING STATEMENTS
Certain information contained in this news release cons titutes forward looking information. All information
other than information of historical fact is forwar d 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 in tended to identify forward looking
information. This information involves known and un known risks, uncertainties and other factors that may
cause actual results or events to differ materially from those anticipated in such forward looking
information. No assurance can be given that this in formation will prove to be correct and such forward
looking information included in this news releas e should not be unduly relied upon. The forward looking
information provided in this news release is based upon a number of material factors and assumptions.
Forward looking information is subject to a number of risks and other factors that could cause actual
results and events to vary materially from that anticipated by such fo rward looking information. Readers
are cautioned that the foregoing lis t of risks, uncertainties and as sumptions are not exhaustive. The
forward looking information included in this news release is expressly qualified by this cautionary
statement and is made as of the date of this news release. Neither Itafos nor GB Minerals undertake any
obligation to publicly update or revise any forward looking information except as required by applicable
securities laws.
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
FURTHER INFORMATION
Itafos
Ugland House
Grand Cayman, Cayman Islands
KY1-1104
Brian Zatarain, Chief Executive Officer
www.itafos.com
GB Minerals Ltd.
1500 - 701 West Georgia Street
Vancouver, BC
V7Y 1C6
www.gbminerals.com