Itafos Announces Letter of Intent FOR US$36,000,000 Capital Raise Through Non-Brokered Private Placement Financing and Amendment to Unsecured Subordinated Promissory Note
ITAFOS ANNOUNCES LETTER OF INTENT FOR US$36,000,000 CAPITAL RAISE
THROUGH NON-BROKERED PRIVATE PLACEMENT FINANCING AND AMENDMENT TO
UNSECURED SUBORDINATED PROMISSORY NOTE
TORONTO, ON – December 18, 2019 – Itafos (TSX VENTURE: IFOS) (the “ Company”)
announced today that it has entered into a binding letter of intent with CL Fertilizers Holding LLC
(“CLF”) for a US$36,000,000 capital raise 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.
Pursuant to the letter of intent, CLF will subscribe for up to 38,076,923 shares in the capital of the
Company (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 CAD$19,800,000) (the “Private Placement”). No finder’s fees or commissions will
be payable in connection with the Private Placement.
Also pursuant to the letter of intent, the Company and CLF will amend the convertible unsecured
and subordinated promissory note in favor of CLF that was issued by the Company on September
11, 2019, to make the promissory note non-convertible and incre ase the availability by
US$21,000,000 (the “Amended CLF Promissory Note” and together with the Private Placement,
the “Transaction”). At closing, the Company intends to borrow US$5,000,000 of t he available
US$21,000,000, with the balance of US$16,000,000 remaining avai lable to be drawn by the
Company at its sole discretion through December 31, 2020. An av ailability fee of 4% per year
shall 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 othe r terms of the Amended CLF
Promissory Note shall remain unchanged. In this regard, the Amended CLF Promissory Note shall
(i) remain subordinate to the Company’s existing senior credit facility and subject to the terms of
subordination incorporated thereunder, (ii) continue to accrue an interest rate of 15% per year,
(iii) continue to be payable on demand no earlier than six mont hs after the date on which the
Company’s existing senior credit facility is paid in full, and (iv) continue to add interest to and
increase the outstanding principal balance on a quarterly basis.
Closing of the Transaction is subject to various conditions, in cluding, without limitation,
satisfaction of any regulatory requirements and receipt of the approval of the TSX Venture
Exchange.
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 61-10 1 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
2
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.
United States Securities Legislation
In accordance with United States securities legislation, the Subject Shares will be 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
are issued. Concurrently, in accordance with applicable Canadia n securities legislation, the
Subject Shares will be subject to a statutory hold period of fo ur months plus a day from the date
the Subject Shares are issued.
This news release does not constitute an offer of securities for sale in the US. 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 US absent US registration
or an applicable exemption from US registration requirements. Hedging transactions involving the
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
3
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,
but is not limited to, statements with respect to: the intended use of proceeds; the amount which
the Company intends to borrow under the Amended CLF Promissory Note; and the timing and
conditions to closing of the Transaction. This information invo lves known and unknown risks,
uncertainties and other factors that may cause actual results o r events to differ materially from
those anticipated in such forward looking information. No assur ance can be given that this
information will prove to be correct and such forward looking i nformation 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 including, without limitation, not obtaining the approval of the TSX Venture Exchange
for the Transaction. Although the Company has attempted to identify important factors that could
cause actual results to differ materially from those contained in forward-looking statements, there
may be other factors that cause results not to be as anticipate d, estimated or intended. Factors
that may cause actual results to differ materially from expecte d results 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 documen ts available under the
Company’s profile at www.sedar.com. Readers are cautioned that the foregoing list of risks,
uncertainties and assumptions are not exhaustive. The forward-l ooking information included in
this news release is expressly qualified by this cautionary sta tement and is made as of the date
of this news release. Itafos undertakes no obligation to public ly 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