OR United States Persons Itafos Announces Closing of Non-Brokered Private Placement Financing
THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES
OF AMERICA TO UNITED STATES NEWSWIRE SERVICES OR UNITED STATES PERSONS
ITAFOS ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT FINANCING
TORONTO, ON – December 19, 2017 – Itafos (TSX VENTURE: IFOS) ( Itafos or the Company) is
pleased to announce that, further to the Company's news releases dated November 21, 2017 and
December 15, 2017, it has closed it s previously announced private pl acement of 41,129,243 shares of
the Company at a price of C$2.10 per share (the Offering). The Company expects to issue an additional
4,585,042 shares of the Company at an effective price of CAD$2.10 per share in connection with the
shares for debt transaction announced on December 15, 2017. The principal use of proceeds of the
Offering is to fund the continued implementation of the Company’s strategic and business development
initiatives and for working capital and general corporate purposes.
Zaff LLC (Zaff), which is an insider of the Company, subscribed for a total of 31,431,391 shares under the
Offering. Zaff now beneficially owns, or exercises c ontrol or direction over, 81,452,992 shares of the
Company.
The TSX Venture Exchange (the TSXV) has granted conditional approval of the listing of the shares
issued under the Offering. Final TSXV approval of the Offering is subject to compliance with the
customary requirements of the TSXV. The shares is sued under the Offering are subject to resale
restrictions pursuant to a ‘distribution compliance period’ (as defined in Regulation S under the United
States Securities Act of 1933, as amended) of one year from the date the shares were issued. The
shares are also subject to a statutory hold period of f our months plus a day from the date of issuance in
accordance with applicable Canadian securities legislation and TSXV requirements, which hold period will
run concurrently with the above referenced one year restricted period under US securities legislation.
This news release does not constitute an offer of secu rities for sale in the United States. The securities
being offered have not been, nor will they be, register ed under the United States Securities Act of 1933,
as amended, and such securities may not be offered or sold within the United States absent U.S.
registration or an applicable exemption from U.S. registration requirements. Hedging transactions
involving the shares of the Company may not be co nducted unless in compliance with the United States
Securities Act of 1933, as amended.
About Itafos
Itafos is an integrated producer of phosphate based fertilizers and spec ialty products with an attractive
portfolio of long-term and strategic phosphate assets located in key agricultural and fertilizer markets
worldwide. Itafos is managed by an experienced and diverse team with extensive operations, commercial
and financial expertise in the phosphate fertilizer indu stry. Itafos owns the Itafos Arraias 500,000 ton per
year Single Super Phosphate (SSP) Operations, which consists of an integrated fertilizer production
facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric acid plant, an SSP plant
and related infrastructure located in central Brazil. Itafos’ development portfolio includes a number of
additional projects in Brazil, including the Santana Project, a high-grade phosphate mine located in Pará
State and the Araxá Project, a high-grade rare ea rth elements and phosphate mine located in Minas
Gerais State. In addition, Itafos owns the Pari s Hills Project, a high-grade phosphate mine located in
Idaho, United States, the Mantaro Project, a high-grade phosphate mine 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 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 re lations (IR), financial communications, financial media
relations and crisis management. For more information, please visit http://www.blueshirtgroup.com.
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Forward-Looking Statements
This news release contains "forward-looking stat ements" within the meaning of applicable Canadian
securities legislation. Forward-lo oking 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 receipt of final regulatory approval of the Offering,
the completion of the shares for debt transaction and the use of proceeds received from the Offering.
These statements speak only as of the date of this news release. Forward-looking statements are based
on a number of factors and assumptions made by m anagement and considered reasonable at the time
such statements are made, and forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the ac tual results, performance or achievements to be
materially different from those expressed or implied by the forward-looking statements. Such risk factors
include but are not limited to, the Company not obtaini ng final approval of the TSXV for the Offering and
those factors disclosed in the Company's current Annual Information Form and Management's Discussion
and Analysis, as well as other public disclosure docu ments, available under the Company’s profile on
SEDAR at www.sedar.com. Although Itafos has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those described in forward-looking statements,
there may be other factors that cause actions, event s or results not to be as anticipated, estimated or
intended. There can be no assurance that forward- looking statements will prove to be accurate. The
forward-looking statements contained herein are presen ted for the purposes of assisting investors in
understanding the Company's plans, objectives and goals and may not be appropriate for other purposes.
Accordingly, readers should not place undue relianc e on forward-looking statements. The Company
undertakes no obligation to updat e 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 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