Itafos Provides Update ON the Company and the Company’S Key Strategic Initiatives
ITAFOS PROVIDES UPDATE ON THE COMPANY AND
THE COMPANY’S KEY STRATEGIC INITIATIVES
TORONTO, ON – June 21, 2017 – Itafos (TSX VENTURE: IFOS) (“ Itafos”) provided an update
today on the company and the status of Itafos’ key strategic initiatives.
Itafos Arraias Single Super Phosphate (“SSP”) Operations Recommissioning and Ramp-Up
Itafos remains on plan to complete the recommission of the Itafos A rraias SSP Operations in Brazil
by the end of the second quarter of 2017, and to ra mp-up production to 80% of capacity by year-
end. All top management, coordinator and supervisor positions at the facility are filled. Mr. Charles
Bathomarco was hired as the General Plant Manager of the Itafos Arraias SSP Operations in. Mr.
Bathomarco has more than 17 years of experience as a senior professional in the resource, mining
and chemical industry, primarily in Brazil. Prior to joining Itafos, Mr. Bathomarco was a General Plant
Manager for Bahia Mineração (ERM Group) in Brazil and AEMR (Angola Exploration Mining
Resources) in Angola, and a Manager of Operations for MMX, Anglo American, Vale and Mineração
Caraiba.
Staffing
Itafos made substantial progress in its objective to build a world class leadership team. Key
appointments included:
Brian Zatarain as Chief Executive Officer.
Rafael Rangel as Chief Financial Officer.
Marten Walters as Vice President of Operations.
Sarvin Patel as Vice President of Corporate Development and Commercial.
Mohamed Ibnabdeljalil and G. Da vid Delaney as Directors to the Board of Directors.
Mr. Zatarain was formerly the Chief Financial Officer of Itafos, and replaced Cristiano Melcher who
resigned to pursue other opportunities. Mr. Zatarain was previously a principal of Zaff LLC (“ Zaff”),
playing an integral role in Zaff’s acquisition and subsequent restructuring of Itafos (then MBAC
Fertilizer Corp.). Mr. Zatarain has 20 years of direct experience in corporate and business
development, finance and investment management.
Mr. Rangel will oversee accounti ng, tax and treasury, a position he previously held on an interim
basis from April 2016 to October 2016. Mr. Rangel has over 35 years of finance, accounting and
international experience with multinational companies.
Mr. Walters will oversee operations and engineering. Mr. Walters is a Chemical Engineer with more
than 35 years’ experience in the design, start-up and operation of fertilizer and chemical plants.
Mr. Patel will oversee sales, marketing and busi ness development. Mr. Patel has over 15 years of
principal investing, business development, me rgers and acquisitions, por tfolio analysis and risk
management experience globally. Mr. Patel previously worked in senior roles at Carval Investors
and Cargill.
Dr. Ibnabdeljalil and Mr. Delaney wi ll provide governance best practices, strategic guidance and
overall counsel to the Itafos management team. Dr. Ibnabdelja lil is the Founder and Managing
Partner of Spika Ventures LLC, a strategic advisory and corporate development firm based in New
York City focused on natural resources and basic materials including fertilizers and industrials. Dr.
Ibnabdeljalil has broad sector expertise in a wide r ange of basic materials, chemicals and industrials
and most recently was the EVP and Chief Commerc ial Officer of OCP where he led sales,
marketing, raw material procurement, logistic s and business development efforts. Mr. Delaney
serves as Chief Executive Officer of Plaman Corp. Prior to joining Plaman Corp., Mr. Delaney served
as a Strategic Advisor for Paine & Partners, a pr ivate equity firm that focuses on the large and
growing food and agribusiness sectors. Mr. Delaney most recently was the EVP and Chief Operating
Officer of Potash Corporation of Saskatchewan, Inc. (“ PotashCorp”) where Mr. Delaney oversaw
operations across PotashCorp’s business segments, spanning 16 different sites.
Financing
Itafos made significant progress in implementing its financing plan including the completion of a
brokered private placement of shares, raising US$34.05 million in gross proceeds. Key investors
who subscribed to the brokered private placement were Zaff, Pala Investments Ltd. (“Pala”) and J.P.
Morgan Asset Management, which now own approxi mately 63%, 8% and 5% of the issued and
outstanding shares (on an undiluted bas is) of Itafos, respectively. Pala is an experienced mining
sector investor and has the right to designate one nominee to the Itafos Board of Directors.
Zaff LLC Redemption
Zaff announced on June 13, 2017 that it has redeemed certain membership units from its members
in exchange for delivery by Zaff of an aggregate of 15,986,493 Itafos shares to such members (the
“Redemption”). Prior to the Redemption, Zaff had direct or indirect ownership of or control over
65,868,991 shares of Itafos, repr esenting approximately 83% of t he issued and outstanding shares
(on an undiluted basis) of Itafos. Following the comp letion of the Redemption, Zaff has direct or
indirect ownership of or control over 49,882,498 shares of Itafos, representing approximately 63% of
the issued and outstanding shares (on an undiluted basis) of Itafos.
Itafos Arraias SSP Operations Sales and Marketing
In preparation for the completion of the reco mmissioning and ramp-up of production, Itafos
advanced the development and initial implementati on of its sales and marketing strategy. This
strategy includes assessment of the market for its two main products, SSP and sulfuric acid,
identification of the target off-take rs, completion of pricing tools, in itial view of FOB prices through
year-end and build out of the sales and marketing team in Brazil.
Other Highlights
Zaff acquired control of Itafos on October 27, 20 16, with year-end ownership of approximately
96.6%. Zaff’s contributions to Itafos included Itafos debt held by Zaff, US$10 million subscription
to a non-brokered private placement of s hares, shares in GB Minerals Ltd. (TSX
VENTURE:GBL) and Stonegate Agricom Ltd. (TSX:ST) (“ Stonegate”) and various bridge loans
and other cash advances.
Itafos redomiciled from Canada to the Cayman Is lands by way of cont inuation and ceased to be
incorporated in Canada.
Itafos’ securities were delisted from the Toronto Stock Exchange and lis ted on the TSX Venture
Exchange (“TSXV”) under the symbol “MBC”. Trading in Itafos’ securities, which had been
suspended since April 2016, resumed on November 7, 2016.
Itafos changed its name from “MBAC Fertilizer Co rp.” to “Itafos” and its listing from MBC to
IFOS.
Itafos and certain other of its subsidiaries c hanged their functional currency from CAD or BRL to
USD based on the primary currency of Itafo s’ operations and financi ng activities being
denominated in USD.
Itafos entered into an arrangement agreement dated May 18, 2017 with Stonegate pursuant to
which Itafos will acquire all of the issued and outstanding common s hares of Stonegate not
already owned directly or indirectly by Itafo s by way of a court-approved plan of arrangement
under the Business Corporations Act (Ontario).
The table below summarizes Itafos’ balance sheet as of March 31, 2017:
Amount in
USD millions
Cash $27.00
Current Assets $7.10
Non-Current Assets $303.70
Total Assets $337.80
Current Liabilities $28.40
Non-Current Liabilities $10.60
Debt $2.90
Total Liabilities $41.90
Equity $295.90
Total Liabilities and Equity $337.80
The Financial Statements and Management Discussion and Analysis for the year ended December
31, 2016 and quarter ended March 31, 2017 are available under Itafos profile at www.sedar.com and
at its website, www.itafos.com.
About Itafos
Itafos (TSX VENTURE: IFOS) is focused on becom ing a significant in tegrated producer of
phosphate based fertilizers and relat ed products. Itafos has an experi enced team with significant
experience in the business of fertilizer operati ons, management, marketing and finance. Itafos owns
and operates the Itafos Arraias SSP Operations, which consists of an integrat ed fertilizer producing
facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP
plant and a granulation plant and rela ted infrastructure located in c entral 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 fert ilizer market of Mato Grosso
State and animal feed market of Pará State, and the Araxá Project, a high-grade rare earth
elements, niobium and phos phate deposit located in close pr oximity 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 35.2% interest in Stonegate Agricom Ltd. which owns the
Paris Hills Project, a high-grade phosphate deposit located in Idaho, United St ates and the Mantaro
Project, a high-grade phosphate deposit located in Peru.
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Forward-Looking Statements
This news release contains fo rward-looking information (“FLI”) regarding future events or the future
performance of Itafos. Generally, FLI can be ident ified by expressions of belief, expectation or
intention, and often contain words su ch 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 operat ions and production at the Itafos-Arraias SSP
Operations and other projects, te chnical feasibility, resources and reserves, mine life, financing
sources and use of funds, growth of Brazilian and global fertilizer markets, results of operations,
performance, business prospects and opportunities. While Itafos considers these assumptions to be
reasonable based on information curr ently available, such assumpti ons may prove to be incorrect.
FLI is subject to various risks and uncertainties t hat could cause ac tual events or results to differ
materially from those project ed. These risks and uncertainties include, but are not limited to,
variations from Itafos’ assumptions regarding the matters mentioned above; the timing and outcome
of current and pending environmental claims or la wsuits; 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; insur ance and uninsured risks; pot ential increases in
production costs; Itafos’ ability to effectively in tegrate any future acquisi tions into its business
structure; changes in government policy and in en vironmental and other gov ernmental regulation;
Itafos’ ability to attract and reta in skilled employees with relevant industry expertise; catastrophic
events such as fires, floods, explosions, release of hazardous chemicals and seismic events, as well
as other risks and uncertainties reported by Itafos from time to time in its Management’s Discussion
and Analysis filed with the securities r egulatory authorities in Canada and available at
www.sedar.com. FLI should not be read as a guarantee of future events or results. You are
cautioned not to put undue reliance on FLI.
For more information, please visit http://www.blueshirtgroup.com.
Neither the TSXV nor its Regulati on 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