Itafos Receives an Advance IN the Amount of US$16,842,100
ITAFOS RECEIVES AN ADVANCE IN THE AMOUNT OF US$16,842,100
TORONTO, ON – February 27, 2018 – Itafos (TSX VENTURE: IFOS) (“Itafos”) announced today it has
received an advance (the “Advance”) in the amount of US$16,842,100 fr om CL Fertilizers Holding LLC
(formerly known as Zaff LLC) (“CLF”). The Advance, together with advances previously received by Itafos
from CLF, are evidenced by an unsecured promisso ry note issued by Itafos in favor of CLF in the
principal amount of US$33,299,902 (the “CLF Promissory Note”).
The CLF Promissory Note is pre-payable, in whole or in part, at any time, contemplates an interest rate of
15% per year and matures on March 30, 2018. The proc eeds of the Advance, together with available
cash, are expected to be used primarily to complete the acquisition of all the issued and outstanding
shares of GB Minerals Ltd. pursuant to the pr eviously announced plan of arrangement under the
Business Corporations Act (British Columbia), for the Itafos Arraias Phosphate Operations and the Itafos
Conda Phosphate Operations and the implementati on of business development initiatives including
acquisitions and general corporate purposes.
CLF 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
CLF constitute “related party transactions” under MI 61-101. The unsecured promissory notes issued by
Itafos to CLF 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 tech nical feasibility, resources and reserves, mine life,
financing sources and use of funds, growth of Unit ed States, Brazilian and global fertilizer markets,
results of operations, performance, business pros pects and opportunities. While Itafos considers these
assumptions to be reasonable based on information cu rrently available, such assumptions may prove to
be incorrect. FLI is subject to various risks and uncerta inties that could cause ac tual events or results to
differ materially from those projected. These ri sks and uncertainties include, but are not limited to,
variations from Itafos’ assumptions regarding the ma tters mentioned above, including its ability to repay
the Advance and/or raise additional debt financing on te rms 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; potential increases in production costs;
Itafos’ ability to effectively integr ate any future acquisitions into it s business structur e; 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