Itafos Announces Proposed Investment IN Stonegate Agricom Ltd.
ITAFOS ANNOUNCES PROPOSED INVESTMENT IN STONEGATE AGRICOM LTD.
TORONTO, ON – April 17, 2017 – Itafos (TSX VENTURE: IFOS) (“ Itafos”) is pleased to announce that it has
entered into a subscription agreement (the “ Subscription Agreement ”) with Stonegate Agricom Ltd.
(“Stonegate”) pursuant to which Itafos, or a wholly owned su bsidiary of Itafos, will subscribe for 47,500,000
common shares of Stonegate (the “Stonegate PP Shares”) at a price of C$0.02 per Stonegate PP Share for an
aggregate subscription amount of C$950,000 (the “Private Placement”).
Stonegate, a Toronto Stock Exchange listed issuer engaged in acquiring and developing agricultural nutrient
projects, owns the Paris Hills Project, a high-grade pho sphate deposit located in Idaho, United States and the
Mantaro Project, a high-grade phosphate deposit located in Peru. Stonegate intends to use the net proceeds of
the Private Placement for permitting at its Paris Hills property, for land concession payments and professional
advisory fees associated with the Mantaro property and fo r general corporate, working capital and administrative
purposes.
Itafos is currently a controlling shareholder of Stonegate. As of the date hereof, Itafos beneficially owns, controls
and directs, indirectly 154,950,642 common shares of Stonegate, repr esenting 29.6% of the issued and
outstanding common shares of Stonegate. Upon completi on of the Private Placement, Itafos would beneficially
own, control and direct, indirectly 202,450,642 common shares of Stonegate, representing approximately 35.4%
of the issued and outstanding common shares of Stonegate. Mr. Brian Zatarain, Itafos’ Chief Executive Officer, is
a director of Stonegate.
In light of the foregoing, the Private Placement is considered a “related party transaction” under the policies of the
TSX Venture Exchange (the “ TSXV”) and for the purposes of Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Investments (“MI 61-101”). Itafos is relying on the formal valuation exemption
in section 5.5(a) of MI 61-101 and the minority approval exemption in section 5.7(a) of MI 61-101 on the basis that
neither the fair market value of the Stonegate PP Shares nor the consideration to be paid for the Stonegate PP
Shares exceeds 25% of Itafos’ market capitalization.
Additionally, the Private Placement constitutes a reviewable transaction under TSXV Policy 5.3 – Acquisitions and
Dispositions of Non-Cash Assets . Accordingly, the completion of the Priv ate Placement will be subject to receipt
of TSXV approval.
Closing of the Private Placement is anticipated to occur on or around April 17, 2017. The Stonegate PP Shares
will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with
applicable securities laws.
Forward Looking Statements
Certain information contained in this news release consti tutes forward looking information. All information other
than information of historical fact is forward looking information. The use of any of the words “intends”,
“anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “would”, “believe”, “predict”
and “potential” and similar expressions are intended to identify forward looking information. 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 forward lo oking information. No assurance can be given that this
information will prove to be correct and such forward look ing information included in this news release should not
be unduly relied upon. This information speaks only as of the date of this news release. Such forward looking
information includes, among other things, statements or information relating to the terms and completion of the
Private Placement and any plans in respect of Stonegate’s future prospects or activities and its use of the
proceeds from the Private Placement.
With respect to forward looking information contained in this news release, assumptions have been made
regarding, among other things, the approval of the TSXV in connection with the Private Placement.
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Actual results could differ materially from those anticipat ed in the forward looking information contained in this
news release as a result of certain ri sk factors, including the risk that the necessary regulatory and other
approvals required to complete the Private Placement will not be obtained.
The forward looking information included in this news rele ase is expressly qualified by this cautionary statement
and is made as of the date of this news release. Itafo s does not undertake any obligation to publicly update or
revise any forward looking information except as required by applicable securities laws.
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
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.
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