OR United States Persons Itafos Announces 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 NON-BROKERED PRIVATE PLACEMENT FINANCING
TORONTO, ON – November 21, 2017 – Itafos (TSX VENTURE: IFOS) ( Itafos or the Company) is
pleased to announce that it is undertaking a non- brokered private placement to raise approximately
CAD$96,000,000 through the issuance of approximately 45,714,285 shares of the Company (the
Offering Shares) at a price of CAD$2.10 per Offering Share (the Offering).
The Offering will permit participation of existing s hareholders of the Company who held shares of the
Company as of November 20, 2017 (the Record Date) and who continue to hold shares of the Company
as of the closing date of the Offering, pursuant to the existing security hol der prospectus exemption
available under OSC Rule 45-501 - Ontario Prospectus and Registration Exemptions and equivalent
provisions of other applicable securities laws (the Existing Shareholder Exemption ). In addition, for
those shareholders and for others who do not qua lify under the Existing Shareholder Exemption, such
persons may qualify to participate under other prospectus exemptions , such as the “accredited investor”
(as the term is defined in the Securities Act (Ontario) or other legislation applicable in the jurisdiction in
which such subscriber resides) prospectus exemption.
To participate, shareholders relyin g on the Existing Shareholder Exemption will be required to represent
in writing certain requirements of t he Existing Shareholder Exemption, in cluding that they were as of the
Record Date and continue to be as of the closing dat e, a shareholder of the Company, and that they are
purchasing the Offering Shares as principal for their own account. The aggregate acquisition cost to a
shareholder relying on the Existing Shareholder Exempt ion, and not the “accredited investor” prospectus
exemption, cannot exceed CAD$15,000 in the 12-month period immediately preceding the closing date of
the Offering, unless that shareholder has obtained adv ice regarding suitability of the investment from a
registered investment dealer in the shareholder’s jurisdiction. The minimum subscription amount for
shareholders relying on the Existing Sh areholder Exemption is CAD$10,000 (the Minimum
Subscription).
The Offering will remain open until 5:00 p.m. (Toronto time) on December 12, 2017 (the Expiry Time). If
you are an existing shareholder of t he Company as of the Record Date or a subscriber who is an
“accredited investor” and are interested in participating in the Offering, you or your registered investment
dealer should contact the Company to obtain a copy of the subscription agreement for the Offering by
email at [email protected]. Requests should be rece ived by no later than 5:00 p.m. (Toronto time) on
December 7, 2017 so that a duly completed subscrip tion agreement can be received by the Company at
or before the Expiry Time. Following the Expiry Time, the Company will notify each subscriber who has
provided a subscription agreement with their allo cation and instructions on timing and completion of
subscription documents and delivery of funds.
If subscriptions received exceed the Offering Shares, the Company may increase the size of the Offering,
however, in no event will the number of shares of the Company issued pursuant to the Offering exceed
100% of the shares of the Company that are currently issued and outstanding.
If subscriptions received exceed the Offering Shares, whether or not the Offering size is increased, the
Offering Shares to be sold under the Offering will be allocated pro rata amongst all subscribers qualifying
under all available exemptions in proportion to the nu mber of the Offering Shares subscribed for by each
subscriber under the Offering.
Zaff LLC (Zaff), an insider of the Company, currently owns or controls 50,021,601 shares of the Company
(representing 60.78% of the iss ued and outstanding shares of the Company). Zaff has agreed to
purchase its pro rata portion of the Offering Shares (or a lesser amount if the Offering is over-subscribed).
Zaff has also agreed to purchase any of the Offering Shares that are not otherwise purchased under the
Offering.
The proposed principal use of proceeds of the Offe ring is to fund acquisitions that the Company is
seeking to complete and for working capital and general corporate purposes. The Company may pay a
cash commission on a portion of the proceeds of the Offering.
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Completion of the Offering is subject to a number of conditions, including the satisfaction of any
regulatory requirements and receipt of the approval of the TSX V enture Exchange (the TSXV). The
completion of the Offering is expected to occur on or about December 18, 2017.
Investors participating in the Offering will receive the Offering Shares in certificated form to facilitate the
inclusion of required restrictive l egends. In accordance with United St ates securities legislation, the
Offering Shares will be subject to re sale restrictions pursuant to a ‘d istribution compliance period’ (as
defined in Regulation S under the United States Securities Act of 1933, as amended) of one year from the
date the Offering Shares are issued. Concurrently , in accordance with applicable Canadian securities
legislation, the Offering Shares w ill be subject to a statutory hold perio d of four months plus a day from
the date the Offering Shares are issued.
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 may not be conducted 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.
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 t he closing of the Offering, the receipt of regulatory
approval in respect of the Offering 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 management and consid ered 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 actual results, performance or achievement s to be materially different from
those expressed or implied by the forward-looking statements. Such risk fact ors include but are not
limited to, the Company not obtaining final approval of the TSXV fo r the Offering and those factors
disclosed in the Company's current Annual Info rmation Form and Management's Discussion and
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Analysis, as well as other public disclosure documents, available under the Company’s profile on SEDAR
at www.sedar.com. Although Itafos has attempted to identify im portant 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, events or results not to be as anticipated, estimated or intended.
There can be no assu rance that forward-looking statements will prove to be accurate. The forward-
looking statements contained herei n are presented for the purpose s 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