OR United States Persons Itafos Announces Update ON Non-Brokered Private Placement Financing and Shares FOR Debt Transaction
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 UPDATE ON NON-BROKERED PRIVATE PLACEMENT FINANCING AND
SHARES FOR DEBT TRANSACTION
TORONTO, ON – December 15, 2017 – Itafos (TSX VENTURE: IFOS) ( Itafos or the Company) is
pleased to provide, further to the Company's news release dated November 21, 2017, an update on the
previously announced private placement (the Offering) following the expiry time on December 12, 2017.
The Company anticipates that the Offering, in combinat ion with the shares for debt transaction described
below, will consist of the issuance of an aggregate of 45,714,285 shares of the Company (the Shares), at
a price of CAD$2.10 per Share. The principal use of proceeds of the Offering is to fund the continued
implementation of the Company’s strategic and busines s development initiatives and for working capital
and general corporate purposes.
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 31,431,391 Shares under the Offering. Upon co mpletion of the Offering, including the Shares
for Debt Transaction (as described below), Zaff will ben eficially own, or control or direct, directly or
indirectly, 81,452,992 shar es of the Company, repr esenting approximately 63.63% of the issued and
outstanding shares (on an undiluted basis).
Itafos also announces that Pala Investment Limited ( Pala) is expected to receive 4,585,042 shares of the
Company (the Debt Shares ) at an effective price of CAD$2.10 per Debt Share in lieu of a cash
repayment to Pala (the Shares for Debt Transaction ) to settle US$7,519,398 under an outstanding
promissory note issued by the Company on October 25, 2017.
The completion of the Offering and the Shares for Debt Transaction are subject to certain conditions,
including the satisfaction of any regulatory requirement s and receipt of the approval of the TSX Venture
Exchange (the TSXV), among others. The closing of the Offering and the Shares for Debt Transaction are
expected to occur on or about December 18, 2017.
The Offering Shares and Debt Shares will be subject to re sale restrictions pursu ant 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 Offering Shar es and Debt Shares are issued. The Offering
Shares and the Debt Shares will also be subject to a statutory hold period of four months plus a day from
the date of issuance in accordance with appl icable Canadian securities legislation and TSXV
requirements, which hold period will run concurrently with the above referenced one year restricted period
under US securities legislation. The Offering Shares and the Debt Shares will be issued in certificated
form to facilitate the inclusion of required restrictiv e legends in accordance with United States 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 fertiliz ers and specialty product s 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
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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, statem ents related to the closing of the O ffering and/or the Shares for Debt
Transaction, the receipt of regulatory approval in re spect of the Offering and/or the Shares for Debt
Transaction and the use of proceeds received from t he Offering. These statement s speak only as of the
date of this news release. Forward-looking st atements are based on a number of factors and
assumptions made by management and considered reasona ble at the time such statements are made,
and forward-looking statements involve known and unkno wn risks, uncertainties and other factors that
may cause the actual results, performance or achi evements to be materially different from those
expressed or implied by the forward-looking statement s. Such risk factors include but are not limited to,
the Company not obtaining final app roval of the TSXV for the Offeri ng and/or the Shares for Debt
Transaction and those factors disclosed in the Co mpany's current Annual Information Form and
Management's Discussion and 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 important
factors that could cause actual acti ons, events or results to differ materially from those described in
forward-looking statements, there may be other factors t hat cause actions, events or results not to be as
anticipated, estimated or intended. There can be no as surance that forward-looking statements will prove
to be accurate. The forward-looking statements co ntained herein are presented for the purposes of
assisting investors in understanding the Compan y's plans, objectives and goals and may not be
appropriate for other purposes. Accordingly, reader s should not place undue reliance on forward-looking
statements. The Company undertakes no obligati on to update forward-looking statements if
circumstances or management's estimates or opini ons 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