Itafos Announces Completion of Brokered Private Placement with Concurrent Shares FOR Debt Transaction
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ITAFOS ANNOUNCES COMPLETION OF BROKERED PRIVATE PLACEMENT WITH CONCURRENT
SHARES FOR DEBT TRANSACTION
TORONTO, ON – March 9, 2017 – Itafos (TSX VENTURE: IFOS) (“ Itafos” or the “Company”) is pleased to
announce that it has closed its prev iously announced private placement of shares of the Company for gross
proceeds of US$34,054,074 (which includes the shares for debt transaction described below) at CAD$2.10 per
share (the “ Offering”). The net proceeds of the Offering are being used to fund the recommissioning of the
Company’s Itafos-Arraias SSP Operations and for working capital and general corporate and strategic purposes.
Pala Investments Limited (“Pala”) subscribed for 6,348,000 shares under the Offering and now beneficially owns
6,348,000 shares (or, approximately, 8.0% of the issued and outstanding shares on an undiluted basis). In
connection with the Offering, the Company and Pala have ent ered into an investor rights agreement pursuant to
which the Company has granted Pala the right to desi gnate one nominee to the board of directors of the
Company provided that Pala holds 5.0% or more of t he Company’s outstanding shares (on an undiluted basis).
Pala is an experienced investor in the mining sector wi th a strong track record of successful investments and
value creation. Pala’s team has ex tensive experience in project development, financing, construction and
expansion projects, and seeks to assist companies in which it has long-term shareholdings by providing strategic
support in these areas.
Zaff LLC (“Zaff”), which is an insider and a related party of the Company, subscribed for a total of 8,388,781
shares under the Offering and received 1,906, 541 shares at an effective price of CAD$2.10 to settle an
outstanding cash advance of US$3,000,000 recently made to the Company on February 23, 2017. Zaff now
beneficially owns, or exercises control or direction ov er, 65,868,991 shares (or approximately 83.04% of the
issued and outstanding shares on an undiluted basis).
A director of the Company subscribed for 25,000 shares and an executive officer of the Company subscribed for
32,000 shares under the Offering. As insiders of the Co mpany, the director’s subscription and the executive
officer’s subscription constitute related party transact ions under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Investments (“MI 61-101”) and TSXV Policy 5.9. The Company has relied on
the formal valuation exemption in se ction 5.5(a) of MI 61-101 and the mi nority approval exemption in section
5.7(a) of MI 61-101 on the basis that nei ther the fair market value of the shar es distributed to the director or the
executive officer nor the consideration to be received fo r the shares exceeded 25.0% of the Company’s market
capitalization at the time of the director’s or the executive officer’s subscription.
The TSX Venture Exchange (the “ TSXV”) has granted conditional approval of the listing of the shares issued
under the Offering and final approval of t he shares for debt tran saction. Final TSXV approval of the Offering is
subject to compliance with the cu stomary requirements of the TSXV. The shares issued by the Company will be
subject to a statutory hold period of four months plus a day from the date of issu ance in accordance with
applicable securities legislation and TSX Venture Exchange requirements.
This news release does not constitute an offer of securi ties 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 t he 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 produc ts. Itafos has an experienced team with si gnificant experience in the business of
fertilizer operations, management, marketing and finan ce. Itafos owns and operates the Itafos-Arraias SSP
Operations, which consists of an integrated fertilizer pr oducing 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’ exploration portfolio includes a number of additional projects in Brazil, including the
Santana Project, a high-grade phosphate deposit located in cl ose 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 elements,
niobium and phosphate deposit located in close proximity to two operating mines, therefore benefiting from
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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-grade 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 statements" within the mean ing of applicable Canadian securities
legislation. Forward-looking 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 t he Offering and the receipt of regulatory 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 managem ent and considered reasonable at the time such
statements are made, and forward-looking statements invo lve known and unknown risks, uncertainties and other
factors that may cause the actual re sults, performance or achievements to be materially different from those
expressed or implied by the forward- looking statements. Such risk factor s include but are not limited to, the
Company not obtaining the final approv al of the TSXV for the Offering, the Company being unsuccessful in
recommissioning the Itafos-Arraias SSP Operations and thos e factors disclosed in the Company's current Annual
Information Form and Management's Discussion and Analysis , 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 assu rance that forward-looking statements will prove to be
accurate. The forward looking statements contained herein are presented for the purpos es of assisting investors
in understanding the Company's plans, objectives and goals and may not be appropriate for other purposes.
Accordingly, readers should not pl ace undue reliance on forward-looking statements. The Company undertakes
no obligation to update forward-lookin g statements if circumstances or management's estimates or opinions
should change except as required by applicable securities laws.
Neither the TSXV nor its Regulation Se rvices 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 Executive Officer
www.itafos.com
The Blueshirt Group
Gary Dvorchak, CFA
Managing Director
+1 (323) 240-5796