Itafos Announces Closing of US$36,000,000 Capital Raise Through Non- Brokered Private Placement Financing and Amendment to Unsecured Subordinated Promissory Note
ITAFOS ANNOUNCES CLOSING OF US$36,000,000 CAPITAL RAISE THROUGH NON-
BROKERED PRIVATE PLACEMENT FINANCING AND AMENDMENT TO UNSECURED
SUBORDINATED PROMISSORY NOTE
TORONTO, ON – December 31, 2019 – Itafos (TSX VENTURE: IFOS) (the “ Company”)
announced today that it has completed its previously announced US$36,000,000 capital raise
with CL Fertilizers Holding LLC (“ CLF”) through a non-brokered private placement financing of
US$15,000,000 and an amendment to increase the availability of a previously issued unsecured
subordinated promissory note by US$21,000,000. The proceeds of the capital raise are expected
to be used to fund general working capital and capital expenditure needs of the Company and its
subsidiaries.
CLF subscribed for 38,076,923 shares in the capital of the Comp any (the “Subject Shares”) at
an offering price of CAD$0.52 per share on a non-brokered private placement basis, for aggregate
gross proceeds of US$15,000,000 (equivalent to approximately CA D$19,800,000) (the “Private
Placement”). No finder’s fees or commissions were paid in connection wit h the Private
Placement.
The Company and CLF have also amended the convertible unsecured and subordinated
promissory note in favor of C LF that was issued by the Company on September 11, 2019, to
make the promissory note non-convertible and increase the avail ability by US$21,000,000 (the
“Amended CLF Promissory Note” and together with the Private Placement, the “Transaction”).
As of today, the Company has borrowed US$5,000,000 of the available US$21,000,000, with the
balance of US$16,000,000 remaining available to be drawn by the Company at its sole discretion
through December 31, 2020. An availability fee of 4% per year s hall apply on undrawn amounts
during the availability period with such fee to be capitalized and added to principal on a quarterly
basis. Other than the changes specified in this news release, all other terms of the Amended
CLF Promissory Note have remained unchanged.
In connection with the Transaction, the Company and CLF have en tered into an investor rights
agreement (the “IRA”). Pursuant to the IRA, the Company has granted CLF, among other rights,
the right to (i) participate pro-rata on future equity issuance s, (ii) designate two nominees to the
Company’s Board of Directors so long as CLF holds more than 20% of the Company’s outstanding
shares on an undiluted basis and (iii) designate one nominee to the Company’s Board of Directors
so long as CLF holds more than 10% of the Company’s outstanding shares on an undiluted basis.
Related Party Transaction
CLF is a “related party” to the Company under Multilateral Inst rument 61-101 - Protection of
Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of CLF’s shareholdings
being in excess of 10% of the Company’s issued and outstanding share capital. Accordingly, the
completion of the Private Placement and the entering into of the Amended CLF Promissory Note
each constitute a “related party transaction” under MI 61-101. The Transaction is exempt from
(i) the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsection 5.5(b)
of MI 61-101; and (ii) the minority approval requirements under Section 5.6 of MI 61-101 pursuant
to Subsection 5.7(1)(a) as it relates to the Private Placement and the amendment to make the
Amended CLF Promissory Note non-c onvertible and Subsection 5.7( 1)(f) as it relates to the
increase in availability under the Amended CLF Promissory Note.
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United States Securities Legislation
In accordance with United States securities legislation, the Su bject Shares are subject to resale
restrictions 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 Subject Shares
were issued. Concurrently, in accordance with applicable Canadi an securities legislation, the
Subject Shares are subject to a statutory hold period of four months plus a day from the date the
Subject Shares were issued.
This news release does not constitute an offer of securities fo r sale in the US. The securities
issued 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 US absent US registration
or an applicable exemption from US registration requirements. Hedging transactions involving the
Subject Shares may not be conducted unless in compliance with the United States Securities Act
of 1933, as amended.
About Itafos
The Company is a vertically integrated phosphate fertilizers and specialty products company with
an attractive portfolio of long-term strategic businesses and p rojects located in key fertilizer
markets worldwide.
The Company owns, operates and is developing the following businesses and projects:
Itafos Conda – a vertically integrated phosphate mine and fert ilizer business with
production and sales capacity of approximately 550kt per year o f monoammonium
phosphate (“MAP”), MAP with micronutrients (“ MAP+”), superphosphoric acid (“ SPA”),
merchant grade phosphoric acid (“ MGA”) and specialty products including ammonium
polyphosphate (“APP”) located in Idaho, US;
Itafos Arraias – a phosphate fertilizer business with producti on and sales capacity of
approximately 500kt per year of single superphosphate (“ SSP”), SSP with micronutrients
(“SSP+”), premium PK compounds and approximately 40kt per year of exc ess sulfuric
acid located in Tocantins, Brazil;
Itafos Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau;
Itafos Paris Hills – a high-grade phosphate mine project locat ed in Idaho, US;
Itafos Santana – a vertically integrated high-grade phosphate mine and fertilizer plant
project located in Pará, Brazil;
Itafos Mantaro – a large phosphate mine project located in Jun in, Peru; and
Itafos Araxá – a vertically integrated rare earth elements and niobium mine and extraction
plant project located in Minas Gerais, Brazil.
For more information, or to join the Company’s mailing list to receive notification of future news
releases, please visit the Company’s website, www.itafos.com.
Forward Looking Information
Certain information contained in this news release constitutes forward looking information. All
information other than information of historical fact is forward looking information. The use of any
of the words “intend”, “anticipate”, “plan”, “continue”, “estim ate”, “expect”, “may”, “will”, “project”,
“should”, “would”, “believe”, “predict” and “potential” and sim ilar expressions are intended to
identify forward looking information. Forward looking informati on in this news release includes,
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but is not limited to, statements with respect to the intended use of proceeds. This information
involves known and unknown risks, uncertainties and other factors that may cause actual results
or events to differ materially from those anticipated in such f orward looking information. No
assurance can be given that this information will prove to be c orrect and such forward looking
information included in this news release should not be unduly relied upon.
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 anticipa ted by such forward looking
information. Although the Company has attempted to identify imp ortant factors that could cause
actual results to differ materially from those contained in for ward-looking statements, there may
be other factors that cause results not to be as anticipated, e stimated or intended. Factors that
may cause actual results to differ materially from expected res ults described in forward-looking
statements include, but are not limited to, those risk factors set out in the Company’s Management
Discussion and Analysis and other disclosure documents availabl e under the Company’s profile
at www.sedar.com. Readers are cautioned that the foregoing list of risks, uncer tainties and
assumptions 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.
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 PR OVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXC HANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information, please contact:
Itafos Investor Relations
www.itafos.com