Itafos Provides Update ON Financing Plan
ITAFOS PROVIDES UPDATE ON FINANCING PLAN
TORONTO, ON – January 23, 2018 – Itafos (TSX VENTURE: IFOS) (“ Itafos”) announced today it has
received advances from Ensign Peak Advisors, Inc. (“ Ensign”) and Zaff LLC (“Zaff”) in the aggregate
amount of US$44,578,947 (the “Ensign and Zaff Advances”). The Ensign and Zaff Advances, together
with advances previously received by Itafos in 2017 (collectively, the “ Advances”), are evidenced by
unsecured promissory notes issued by Itafos in favor of Ensign in the principal amount of US$33,240,996,
Zaff in the aggregate principal amount of US$15,57 1,376, Nomura Corporate Funding Americas, LLC (as
assignee for Zaff), in the principal amount of US$8 ,421,053, and four funds managed by Ice Canyon in
the aggregate principal amount of US$15,000,000.
The unsecured promissory notes evi dencing the Advances are pre-payable, in whole or in part, at any
time, and contemplate an interest rate of 15% per year and mature in January and February 2018. The
proceeds of the Advances have been used and it is expected that the remaining proceeds of the
Advances, together with available cash, will continue to be used primarily for the Itafos Arraias Phosphate
Operations, implementation of business development initiatives including acquisitions and general
corporate purposes.
As part of the company’s financing plan, Itafos expec ts, through one or more transactions, to refinance
the Advances and raise additional debt financing fo r an aggregate principal amount of approximately
US$150,000,000. Any such financing may be syndicated and either secured or unsecured. Timing to
complete such financing is expected in early February 2018.
Zaff is a “related party” to Itafos under Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions (“MI 61-101 ”) by virtue of its shareholdi ng being in excess of 10% of
Itafos’ issued and outstanding share capital. Accordingly, unsecured promissory notes issued by Itafos to
Zaff constitute “related party transactions” under MI 61-101. The unsecured prom issory notes issued by
Itafos to Zaff are exempt from (i) the formal va luation 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 either Subsection 5.7(1)(a) or Subsection 5.7(1)(f) of MI 61-101.
About Itafos
Itafos is an integrated producer of phosphate fertilizers with an attractive portfolio of long-term strategic
assets. Itafos is managed by an experienced and diverse team with extensive commercial, financial, legal
and technical expertise. Itafos owns the Conda Phosphate Operations, which produces approximately
540,000 tons per year of mono-ammonium phosphate, super phosphoric acid, merchant grade
phosphoric acid and specialty products located in Idaho, United States and the Arraias Phosphate
Operations which produces approximately 500,000 tons per year of single super phosphate located in
central Brazil. Itafos’ development portfolio includes a number of additional projects in Brazil, including the
Santana Project, a high-grade phosphate mine project located in Pará State and the Araxá Project, a
high-grade rare earth elements, niobi um and phosphate mine project located in Minas Gerais State. In
addition, Itafos owns the Paris Hills Project, a high-grade phosphate mine project located in Idaho, United
States, the Mantaro Project, a high-grade phosphat e mine project located in Junin, Peru and an
approximate 31.3% interest in GB Mi nerals Ltd. which owns the Farim Project, a high-grade phosphate
mine project located in Farim, Guinea Bissau.
About The Blueshirt Group
The Blueshirt Group provides capital markets exper tise and strategic financial and media relations
counsel to growth companies and venture capital firms globally. Founded in 1999, The Blueshirt Group
has earned its reputation as a leader in investor relations (IR), financial communications, financial media
relations and crisis management.
Forward Looking Statements
This news release contains forward-looking information (“ FLI”) regarding future events or the future
performance of Itafos and its affiliates. Generally, FLI can be identified by expressions of belief,
expectation or intention, and often contain words such as “anticipates”, “believes”, “expects”, “estimates”,
“intends”, “plans”, “could”, “may”, “might”, “should”, “would” or variations of such words. FLI is based on
various assumptions, including with respect to operations at the Itafos Conda Phosphate Operations. The
Itafos Arraias Phosphate Operations and other projects, technical f easibility, resource s and reserves,
mine life, financing sources and use of funds, growth of United St ates, Brazilian and global fertilizer
markets, results of operations, performance, business prospects and opportunities. While Itafos considers
these assumptions to be reasonable based on inform ation currently available, such assumptions may
prove to be incorrect. FLI is subject to various ris ks and uncertainties that coul d cause actual events or
results to differ materially from those projected. Th ese risks and uncertainties include, but are not limited
to, variations from Itafos’ assumptions regarding the matters mentioned above, including its ability to
repay the Advances and/or raise additional debt financi ng on terms acceptable to Itafos or at all; the
timing and outcome of current and pending environmental claims or lawsuits; imprecision in mineral
reserves and resources estimates; changes in the agriculture, energy, fertilizer, financial, raw material
and transportation market conditions; fluctuations in commodity prices and currency exchange rates;
inability to obtain necessary permits ; insurance and uninsured risks; po tential increases in production
costs; Itafos’ ability to effectively integrate any future acquisitions into its business struct ure; changes in
government policy and in environmental and other governm ental regulation; Itafos’ ability to attract and
retain skilled employees with relevant industry exper tise; catastrophic events such as fires, floods,
explosions, release of hazardous chemicals and seismi c events, as well as other risks and uncertainties
reported by Itafos from time to time in its Managemen t’s Discussion and Analysis filed with the securities
regulatory authorities in Canada and available at www .sedar.com. FLI should not be read as a guarantee
of future events or results. Readers are cautioned not to place undue reliance on FLI as actual results
could differ materially from the plans, expectations, estimates or intentions expressed in the FLI. FLI
speaks only as of the date on which it is made and, except as may be required by applicable law, Itafos
disclaims any obligation to update or modify such FLI.
For more information, please visit http://www.blueshirtgroup.com.
Neither the TSXV nor its Regulation Services 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