Itafos Provides Update ON Previously Announced Brokered Private Placement and Announces Inclusion of Shares FOR Debt Transaction
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ITAFOS PROVIDES UPDATE ON PREVIOUSLY ANNOUNCED BROKERED PRIVATE PLACEMENT AND
ANNOUNCES INCLUSION OF SHARES FOR DEBT TRANSACTION
TORONTO, ON – March 2, 2017 – Itafos (TSX VENTURE: IFOS) (“ Itafos” or the “Company”) is pleased to
provide, further to the Company's news release dated January 11, 2017, an update on the previously announced
private placement (the “Offering”).
The Company has agreed with Raymond James Ltd. (the “ Lead Agent”) and GMP Securities L.P. (together with
the Lead Agent, the “Agents”) that the Offering will consist of the issuance and sale of up to 22,242,982 shares of
the Company (the “Placement Shares”) at a price of CAD$2.10 per Placement Share for gross proceeds of up to
US$35,000,000 by way of a marketed private placement on a best efforts basis. The Company and the Agents
have to date received commitments fo r approximately US$33,000,000, including Zaff’s commitment as described
below. The Company has agreed to pay the Agents a cash fee equal to 6.0% of the gross proceeds from the
Offering raised by the Agents from unrelated parties.
Zaff LLC (“Zaff”), a control person of the Company, is expect ed to acquire US$15,000,000 of the Placement
Shares, of which amount it is expected to subscribe for 7,626,165 Placement Shares at a price of CAD$2.10 for
an aggregate US$12,000,000, and to subscribe for 1,906, 541 Placement Shares at an effective price of
CAD$2.10 in lieu of a cash repayment to Zaff (the “Shares for Debt Transaction”) to settle an outstanding cash
advance of US$3,000,000 recently made to the Company on February 23, 2017.
The completion of the Offering, including the Shares for Debt Transaction, is subject to certain conditions,
including the completion of due diligence by the Agent s, the negotiation and execut ion of a definitive agency
agreement, the execution of subscription agreements, the satisfaction of any regulatory requirements and receipt
of the approval of the TSX Venture Exchange (the “TSXV”), among others. The closing of the Offering is expected
to occur on or about March 9, 2017.
The Placement 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 legislation and TSX Venture Exchange requirements.
Zaff currently beneficially owns, or cont rols or directs, direct ly or indirectly 55,573,669 shares of the Company,
representing approximately 96.60% of t he issued and outstanding shares (on an undiluted basis) as of the date
hereof. Upon completion of the Offering, including the Shar es for Debt Transaction, on the terms described
herein, Zaff would beneficially own, or control or direct, directly or indirectly, 65,106,375 shares of the Company,
representing approximately 81.61% of the issued and outstanding shares (on an undiluted basis).
Mr. Brent de Jong, a director of Itafos, is a related party of Zaff and, as such, declared his interest to the board of
directors of the Company in connection with the Offering, including the Shares for Debt Transaction. The directors
reviewed the Offering, including the Shares for Debt Transaction, and concluded that they are in the best interests
of the Company. The Company did not file a material cha nge report at least 21 days prior to the anticipated date
of completion of the Offering, including the Shares for Debt Transaction, due to the Company’s determination that
it is in the best interests of the Company to avail itse lf of the proceeds and complete the Offering, including the
Shares for Debt Transaction, in an expeditious manner.
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
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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.
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 the Offering, the subscription for Placement Shares, the Shares for Debt
Transaction and the receipt of regulatory approval in re spect of each of the Offeri ng and the Shares for Debt
Transaction. These statement s speak only as of the date of this news release. Forward looking statements are
based on a number of factors and assumptions made by management and considered reasonable at the time
such statements are made, and forward-looking statement s involve known and unknown risks, uncertainties and
other factors that may cause the actual results, 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 approval of the TSXV for either the Offering or the Shares for Debt Transaction,
the Company being unsuccessful in recommissioning the Itafos-Arraias SSP Operations and those factors
disclosed in the Company's current Annual Information Form and Management's Discussion and Analysis, as well
as other public disclosure do cuments, available under the Company’s profile on SEDAR at www.sedar.com.
Although Itafos has attempted to identify important factors th at could cause actual actions, events or results to
differ materially from those described in forward-look ing statements, there may be other factors that cause
actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prov e to be accurate. The forward look ing statements cont ained herein are
presented for the purposes of assisting investors in understanding the Company's plans, objectives and goals and
may not be appropriate for other purposes. Accordingl y, readers should not plac e undue reliance on forward-
looking statements. The Company undertakes no obli gation to update forward-looking 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