ITAFOS ANNOUNCES ACQUISITION OF CONDA PHOSPHATE OPERATIONS Itafos signs a definitive agreement to acquire Agrium’s Conda Phosphate Operations Transaction marks a significant step in Itafos strategic objective to become a leading global
ITAFOS ANNOUNCES ACQUISITION OF CONDA PHOSPHATE OPERATIONS
Itafos signs a definitive agreement to acquire Agrium’s Conda Phosphate Operations
Transaction marks a significant step in Itafos strategic objective to become a leading global
phosphate fertilizer company
Itafos expands operating presence to North America and further diversifies product and
geographic mix
Strategic ammonia supply agreement and MAP off-take agreement to be entered into with
Agrium
November 7, 2017 HOUSTON, Texas and CALGARY, Alberta -- Itafos (TSXV: IFOS) today
announced that it has signed a definitive arm’s length purchase agreement with Agrium Inc. (TSX
and NYSE: AGU) to acquire Agrium’s Conda Phosphate Operations, an integrated producer of
phosphate fertilizers and specialty products, for total cash consideration of approximately US$100
million (which includes inventory) on a cash and debt free basis.
Conda Phosphate Operations, located in Conda, Idaho, which include phosphate production
facilities and adjacent phosphate mineral rights, produces approximately 540,000 metric tons per
year of mono-ammonium phosphate (“MAP”), super phosphoric acid (“SPA”), merchant grade
phosphoric acid (“MGA”) and specialty products (“phosphate solutions”) and serves the North
American fertilizer market.
The transaction includes long-term strategic supply and off-take agreements. Under the terms of the
supply and off-take agreements, Agrium will supply 100% of the ammonia requirements of Conda
Phosphate Operations and purchase 100% of MAP product produced, with pricing formulas for both
tied to benchmark phosphate fertilizer prices.
“This transaction is transformative for Itafos and vastly accelerates our strategic objective of
becoming a leading global player in the phosphate fertilizer industry,” said Brian Zatarain, Chief
Executive Officer of Itafos. “Conda Phosphate Operations further diversifies our global position of
long-term strategic phosphate assets with an operating business in North America that has a long
and successful track record of safe, responsible, reliable, continuous and financially stable
operations.”
The transaction is expected to close by year end 2017, subject to customary closing conditions,
including approval of the Federal Trade Commission and approval of the TSXV.
About Itafos
Itafos is an integrated producer of phosphate fertilizers and related products 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 Itafos Arraias 500,000
ton per year Single Super Phosphate (SSP) Operations, which consists of an integrated fertilizer
production facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant,
an SSP plant and a granulation plant and related infrastructure 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 Mato Grosso State and the Araxá Project, a
high-grade rare earth elements, niobium and phosphate mine project located in Pará 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 mine project located in Junin, Peru and
an approximate 31.3% interest in GB Minerals Ltd. which owns the Farim Project, a high-grade
phosphate mine project located in Farim, Guinea Bissau.
About Agrium
Agrium Inc. is a major producer and distributor of agricultural products and services in North
America, South America, Australia and Egypt through its agricultural retail-distribution and wholesale
nutrient businesses. Agrium supplies growers with key products and services such as crop nutrients,
crop protection, seed, and agronomic and application services, thereby helping to meet the ever
growing global demand for food and fiber. Agrium produces nitrogen, potash and phosphate
fertilizers, with a combined wholesale nutrient capacity of over nine million tonnes and with
competitive advantages across all product lines. Agrium retail-distribution has an unmatched
network of close to 1,500 facilities and over 3,000 crop consultants. We partner with over half a
million grower customers globally to help them increase their yields and returns on more than 50
different crops. With a focus on sustainability, the company strives to improve the communities in
which it operates through safety, education, environmental improvement and new technologies such
as the development of precision agriculture and controlled release nutrient products. Agrium is
focused on driving operational excellence across our businesses, pursuing value-enhancing growth
opportunities and returning capital to shareholders.
About The Blueshirt Group
The Blueshirt Group provides capital markets expertise and strategic financial and media relations
counsel to growth companies and venture capital firms globally. Founded in 1999, The Blueshirt
Group has earned its reputation as a leader in investor relations (IR), financial communications,
financial media relations and crisis management.
For more information, please visit http://www.blueshirtgroup.com.
Forward-Looking Statements
This news release contains forwar d-looking information (“FLI”) regarding future events or the future
performance of Itafos and Co nda Phosphates Operations. Gener ally, FLI can be identified by
expressions of belief, expectation or intention, and often contain words su ch as “anticipates”,
“believes”, “expects”, “estimates”, “intends”, “plans”, “could”, “may”, “might”, “should”, “would” or
variations of such words. FLI is based on various assumptions, in cluding with respect to fertilizer
market growth, reserves and resources, mine lif e, production, operating costs, product sales and
pricing, capital expenditures, financing sources and use of funds, operations and financial
performance and business prospects and opportunities, including with respect to the acquisition of
Conda Phosphates Operations. Wh ile Itafos considers these assu mptions to be reasonable based
on information currently available, such assumptions may prove to be incorrect as FLI is subject to
various risks and uncertainties that could cause actual events or resu lts to differ materially from
those projected. These ri sks and uncertainties include, but are not limited to: variations from Itafos’
assumptions regarding the matters mentioned above; changes in the ag riculture, fertilizer,
commodity, raw material, energy, transportation and financial market conditions and prices;
fluctuations in currenc y exchange rates; changes in government policy and in environmental and
other governmental regulation; inability to obtain necessary permits and licenses; timing and
outcome of current and pending government and third pa rty claims or lawsuits; ability to attract and
retain skilled employees with relevant industry ex pertise; imprecision in mineral reserves and
resources estimates; certainty of supply of raw materials; intermittency of operations and production;
increases in production costs; abilit y to sell product; credit risk of offtake counterparties; ability to
effectively finance, close and int egrate any future developments and/ or acquisitions including with
respect to Conda Phosphates Oper ations; catastrophic events such as fires, floods, explosions,
release of hazardous chemicals and seismic events; insurance and uninsured risks, as well as other
risks and uncertainties reported by Itafos from time to time in its Management’s Discussion and
Analysis filed with the securities regulatory authorities in Canada and available at www.sedar.com.
FLI should not be read as a guarantee of future event s or results. You are cautioned not to put
undue reliance on FLI. FLI included in this news releas e is expressly qualified by this cautionary
statement and is made as of the date of this news release. Itafos does not undertake any obligation
to publicly update or revise any FLI except as required by applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of
the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Itafos
Brian Zatarain, Chief Executive Officer
www.itafos.com
The Blueshirt Group
Gary Dvorchak, CFA
Managing Director
+1 (323) 240-5796