Itafos Announces Closing of US$165 Million Credit and Guaranty Agreement
ITAFOS ANNOUNCES CLOSING OF US$165 MILLION CREDIT AND GUARANTY AGREEMENT
June 6, 2018 – Itafos (TSX VENTURE: IFOS) annou nced today that it has closed its previously
announced US$165 million secured term loan facility. Parties to the facility include Itafos, as the borrower,
its wholly-owned subsidiaries, Itafos Brazil Holdings, Itafos International Holdings Cooperatie UA, Itafos
Ltd., Itafos II LP and Itafos Conda Holdings, as the guarantors (collectively, the Guarantors), CL
Fertilizers Holding LLC (forme rly known as Zaff LLC) ( CLF), funds managed by BlackRock Financial
Management Inc. and its affiliates, and a syndicate of other lenders, as the lende rs (collectively, the
Lenders), and Cortland Capital Market Services LLC, as the administrative agent (the Agreement).
On closing, certain outstanding unsecured promissory notes of Itafos in the aggregate principal amount of
US$89,961,951, together with all interest accrued thereon, were deemed to have been converted into
loans constituting part of the Agreement and/or pre paid, in whole or in part. The net proceeds of the
US$165 million secured term loan facility (after deduction of a pplicable fees and othe r transaction costs)
will fund working capital and other cash requiremen ts of Itafos Conda and Itafos Arraias, continued
implementation of the company’s bu siness development initiatives (including, but not limited to Itafos
Paris Hills and Itafos Farim) and other general corporate purposes.
The key terms of the Agreement are:
Term of four years commencing on the closing with a bullet repayment schedule subject to
certain prepayment rights and requirements and applicable prepayment penalties.
Interest at a per annum rate of 10% commencing on the closing until 18 months following the
closing with 50% payable in cash and 50% payable in kind and 12% thereafter with 75% payable
in cash and 25% payable in kind.
Secured by Itafos’ direct and indirect interest in the Guarantors and other assets of Itafos and the
Guarantors.
Issuance of bonus shares to the Lender s in an aggregate amount of 2,750,000 (the Bonus
Shares) on closing.
Other terms, fees and cost reimbursements standard and customary for similar agreements.
The Bonus Shares will be subject to resale restrictio ns pursuant to a ‘distribution compliance period’ (as
defined in Regulation S under the United States Securities Act of 1933, as amended) of one year from the
date the shares were issued. The Bonus Shares are also subject to a statutory hold period of four months
plus a day from the date of issuance in accordance with applicable Canadian securities legislation and
TSXV requirements, which hold period will run concurrently with the above referenced one year restricted
period under US securities legislation.
Upon issuance of the Bonus Shares, Itafos sha ll have 142,070,301 shares outstanding, of which CLF
would beneficially own, or control or direct, 81,980, 064, representing approximately 57.7% of the issued
and outstanding shares (on an undiluted basis).
About Itafos
Itafos is a vertically integrated phosphate based fertilizer s and specialty produc ts company with an
attractive portfolio of long-term strategic businesses located in key fertilizer markets worldwide. Itafos is
managed by an experienced and diverse team with extensive operations, commercial and financial
expertise. Itafos owns and operates Itafos Conda, a ve rtically integrated phos phate fertilizer business
which produces approximately 540,000 tons per year of mono-ammonium phosphate, super phosphoric
acid, merchant grade phosphoric acid and specialty produ cts located in Idaho, U.S. and Itafos Arraias, a
vertically integrated phosphate fertilizer business with production capacity of ap proximately 500,000 tons
per year of single super phosphate located in Tocantin s, Brazil. Itafos is developing Itafos Paris Hills, a
high-grade phosphate mine project located in Idaho, U. S., Itafos Farim, a high-grade phosphate mine
project located in Farim, Guinea Bissau, Itafos Santana, a vertically integrated high-grade phosphate
fertilizer project loca ted in Pará, Brazil, Itafos Araxá, a high-g rade rare earth oxide and other elements
mine project located in Minas Gerais, Brazil and Itafos Mantaro, a high-grade phosphate mine project
located in Junin, Peru.
For more information, please visit http://itafos.com.
About The Blueshirt Group
The Blueshirt Group provides capital markets exper tise 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, financial communications, financial media
relations and crisis management.
For more information, please visit http://www.blueshirtgroup.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 bas ed upon a number of material factors and assumptions,
including the intended use of funds from the Agreement.
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 antic ipated by such forward looking information. Although
Itafos has attempted to identify importa nt factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other factors that c ause results not to be as
anticipated, estimated or intended. Factors that may cause actual results to differ materially from
expected results described in forwar d-looking statements include, but ar e not limited to those risk factors
set out in Itafos’ Management Discussion and Analysis and other disclosure documents available under
its profile at www.sedar.com. Readers are cautioned that the forego ing list of risks, uncertainties and
assumptions are not exhaustive. The forward lookin g information included in this news release is
expressly qualified by this cautionary statement and is made as of the date of this news release. Itafos
undertakes no 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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Itafos
Brian Zatarain
Chief Executive Officer
The Blueshirt Group
Gary Dvorchak, CFA
Managing Director
+1 (323) 240-5796