Itafos Announces Brokered Private Placement
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ITAFOS ANNOUNCES BROKERED PRIVATE PLACEMENT
TORONTO, ON – January 11, 2017 – Itafos (TSX VENTURE: IFOS) (“ Itafos” or the “Company”) is
pleased to announce that it has appointed Raymond James Ltd. (the “Lead Agent”) to lead a syndicate of
agents (the “Agents”) to sell, by way of a marketed private placement on a best efforts basis, shares of
the Company (the “Shares”) at a price to be determined in the context of the market for gross proceeds of
up to US$35,000,000 (the “Offering”). The net proceeds of the Offering shall be used primarily for the re-
commissioning of the Company’s Itafos Arraias SSP Operations and for working capital and general
corporate purposes.
Completion of the Offering is subject to a number of conditions, including the completion of due diligence
by the Agents, the negotiation and execution of a definitive agency agreement, satisfaction of any
regulatory requirements and receipt of the appr oval of the TSX Venture Exchange (the “ TSXV”). The
closing of the Offering is expected to occur on or about such date or dates as agreed upon by the
Company and the Lead Agent. The Shares issued with respect to the Offering will be subject to a
statutory hold period of four months plus a day from the date of issuance in accordance with applicable
securities legislation.
Zaff LLC (“ Zaff”) is expected to subscribe for approximate ly US$15,000,000 of the Shares under the
Offering. As an insider of the Company, Zaff’s subscr iption constitutes a related party transaction under
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Investments (“MI 61-
101”) and TSXV Policy 5.9. The Company expects to re ly on the formal valuation exemption in section
5.5(a) of MI 61-101 and the minority approval exempti on in section 5.7(a) of MI 61-101 on the basis that
neither the fair market value of the Shares to be distributed to Zaff nor the consideration to be received for
the Shares will exceed 25% of the Company’s market capitalization at the time of Zaff’s subscription. Zaff
currently beneficially owns, or controls or directs, directly or indirectly 55,573,669 Shares, representing
96.60% of the issued and outstanding Shares (on an undiluted basis) as of the date hereof.
This news release does not constitute an offer of secu rities for sale in the United States. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within the United States absent U.S.
registration or an applicable exemption from U.S. registration requirements.
About Itafos
Itafos (TSX VENTURE: IFOS) is focused on becoming a significant integrated producer of phosphate
based fertilizers and related products. Itafos has an experienced team with significant expe rience in the
business of fertilizer operations, management, marketing and finance. Itafos owns and operates the Itafós
Arraias SSP Operations, which consis ts of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulp huric acid plant, an SSP plant and a granulation plant
and related infrastructure located in central Brazil. Itafos’ exploration portfolio includes a number of
additional projects in Brazil, including the Santana Project, a high-grade phosphate deposit located in
close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Pará State,
and the Araxá Project, a high-grade rare earth element s, niobium and phosphate deposit located in close
proximity to two operating mines, therefore benefiting fr om existing local infrastructure. In addition, Itafos
owns an approximate 31.3% interest in GB Minerals Ltd. which owns the Farim Project, a high-grade
phosphate deposit located in Guinea Bissau and an approximate 29.6% interest in Stonegate Agricom
Ltd. which owns the Paris Hills Project, a high-gra de phosphate deposit located in Idaho, United States
and the Mantaro Project, a high-grade phosphate deposit located in Peru.
Forward-Looking Statements
This news release contains "forward-looking stat ements" within the meaning of applicable Canadian
securities legislation. Forward-lo oking statements include, but are not limited to, statements related to
activities, events or developments that the Company expects or anticipates will or may occur in the future,
including, without limitation, statements related to the closing of the Offering and the receipt of regulatory
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approval in respect of the Offering. These statements speak only as of the date of this news release.
Forward looking statements are based on a number of factors and assumptions made by management
and considered reasonable at the time such stat ements are made, and forward-looking statements
involve known and unknown risks, uncertainties and ot her factors that may cause the actual results,
performance or achievements to be materially differe nt from those expressed or implied by the forward-
looking statements. Such risk factors include but are not limited to, the Company not obtaining the final
approval of the TSXV for the Offeri ng and those factors di sclosed in the Company 's current Annual
Information Form and Management's Discussion and An alysis, as well as other public disclosure
documents, available under the Company’s profile on SEDAR at www.sedar.com. Although Itafos has
attempted to identify important factors that could cause actual actions, events or results to differ materially
from those described in forward-looking statements, 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 forward-looking
statements will prove to be accurate. The forward look ing statements contained herein are presented for
the purposes of assisting investors in understanding the Company's plans, objectives and goals and may
not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-
looking statements. The Company undertakes no ob ligation to update forward-looking statements if
circumstances or management's estimates or opini ons should change 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 release.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Itafos
Brian Zatarain, Chief Financial Officer
www.itafos.com