Itafos Partially Monetizes Equity Interest IN St George Mining Limited
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TSX-V: IFOS, OTCQX: ITFS
News Release
ITAFOS PARTIALLY MONETIZES EQUITY INTEREST IN ST GEORGE MINING LIMITED
HOUSTON, TX – October 16, 2025 – Itafos Inc. (TSX-V: IFOS) (OTCQX: ITFS) (“Itafos” or “the Company”) today announces that it has
partially monetized its ownership interest in St George Mining Limited (“St George”) (ASX:SGQ) (the “Transaction”) that it acquired as
consideration for the sale of its Araxá project, announced in February of this year. Between October 13-14, 2025, Itafos sold 277,893,103
ordinary shares of St George (“SGQ Shares”) and expects to receive total gross proceeds of approximately USD$18.3MM on October 16
or 17, 2025 based on current exchange rates and before certain fees and applicable taxes. On October 16, 2025, Itafos issued an exercise
notice to exercise the 86,111,025 options at AUD$0.04 per share.
Together with the initial payment received by Itafos in February 2025 of USD$10MM (less withholding tax payable), Itafos has now
received total gross proceeds of approximately USD$28.3MM (less applicable taxes and fees) from St. George for the sale of its Araxá
project. Under the terms of the sale agreement with St George (the “Sale Agreement”), a further US$11MM is payable in two instalments.
Additionally, future value is attributable to the shares issued on exercise of the option, given the options were in the money. This financial
result demonstrates the Company’s commitment to monetize its non-core assets, strengthen its balance sheet and deliver value to
shareholders.
David Delaney, Chief Executive Officer of the Company commented, “the partial monetization of the ownership interest in St George that
we acquired from the divestiture of our Araxá rare earth project earlier this year is another indication of our intentions to deliver long-term
value to our shareholders by focusing on our core businesses. The equity interest in St George that we received as a portion of the total
consideration for the sale of Araxá had appreciated significantly since the sale closing date as St George has been able to de-risk and
advance the development of the project. As a result, we were able to recognize meaningful value from the sale of the SGQ shares at this
time.”
About Itafos
The Company is a phosphate and specialty fertilizer company. The Company’s businesses and projects are as follows:
Conda – a vertically integrated phosphate fertilizer business located in Idaho, US with production capacity as follows:
- approximately 550kt per year of monoammonium phosphate (“MAP”), MAP with micronutrients (“MAP+”),
superphosphoric acid (“SPA”), merchant grade phosphoric acid (“MGA”) and ammonium polyphosphate (“APP”); and
- approximately 27kt per year of hydrofluorosilicic acid (“HFSA”);
Arraias – a vertically integrated phosphate fertilizer business located in Tocantins, Brazil with production capacity as follows:
- approximately 500kt per year of single superphosphate (“SSP”) and SSP with micronutrients (“SSP+”); and
- approximately 40kt per year of excess sulfuric acid (220kt per year gross sulfuric acid production capacity);
Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau; and
Santana – a vertically integrated high-grade phosphate mine and fertilizer plant project located in Pará, Brazil.
The Company is a Delaware corporation headquartered in Houston, Texas. The Company’s shares trade on the TSX-V under the ticker
“IFOS”. The Company’s shares also trade in the US on the OTCQX® Best Market (“OTCQX”) under the ticker symbol “ITFS”. The
Company’s principal shareholder is CL Fertilizers Holding LLC (“CLF”). CLF is an affiliate of global private investment firm Castlelake,
L.P.
For more information, or to join the Company’s mailing list to receive notification of future news releases, please visit the Company’s
website at www.itafos.com.
Forward-Looking Information
Certain information contained in this news release constitutes forward-looking information, including statements with respect to the timing
and receipt of the proceeds from the sale of SGQ Shares on October 13-14 and the future cash payments from St George pursuant to
the Sale Agreement and the value of shares issued on exercise of the options. All information other than information of historical fact is
forward-looking information. Statements that address activities, events or developments that the Company believes, expects or
anticipates will or may occur in the future include, but are not limited to, statements regarding estimates and/or assumptions in respect of
the Company’s financial and business outlook are forward-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
intended to identify forward-looking information.
The forward-looking information contained in this news release is based on the opinions, assumptions and estimates of management,
some of which are set out herein, which management believes are reasonable as at the date the statements are made. Those opinions,
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assumptions and estimates are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could
cause actual events or results to differ materially from those projected in the forward-looking information. These include the Company’s
expectations and assumptions with respect to the following: commodity prices; operating results; safety risks; changes to the Company’s
mineral reserves and resources; risk that timing of expected permitting will not be met; changes to mine development and completion;
foreign operations risks; changes to regulation; environmental risks; the impact of weather and climate change; risks related to asset
retirement obligations, general economic changes, including inflation and foreign exchange rates; the actions of the Company’s
competitors and counterparties; financing, liquidity, credit and capital risks; the loss of key personnel; impairment risks; cybersecurity
risks; risks relating to transportation and infrastructure; changes to equipment and suppliers; concentration risks, adverse litigation;
changes to permitting and licensing; geo-political risks; loss of land title and access rights; changes to insurance and uninsured risks; the
potential for malicious acts; market and stock price volatility; changes to technology, innovation or artificial intelligence; changes to tax
laws; the risk of operating in foreign jurisdictions; the risks posed by a controlling shareholder and other conflicts of interest; risks related
to reputational damage, the risk associated with epidemics, pandemics and public health; the risks associated with environmental justice;
and any risks related to internal controls over financial reporting risks. Readers are cautioned that the foregoing list of risks, uncertainties
and assumptions is not exhaustive.
Although the Company has attempted to identify crucial factors that could cause actual actions, events or results to differ materially from
those described in the forward-looking information, there may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Additional risks and uncertainties affecting the forward-looking information contained in this news
release are described in greater detail in the Company’s Annual Information Form and current Management’s Discussion and Analysis
available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.itafos.com. There can
be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from
those anticipated in such information. The reader is cautioned not to place undue reliance on forward-looking information. The Company
undertakes no obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions
should change, except as required by applicable securities law. 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.
NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-
V) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.
Contacts:
For Investors:
Matthew O’Neill
Executive Vice President & Chief Financial Officer
713-242-8446
For Media:
Alliance Advisors IR
Fatema Bhabrawala
Director, Media Relations
647-620-5002