Stonegate and Itafos Announce Completion of Arrangement
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STONEGATE AND ITAFOS ANNOUNCE COMPLETION OF ARRANGEMENT
Toronto, July 18, 2017 - Itafos (TSXV:IFOS) and Stonegate Agricom Ltd. (TSX:ST) (" Stonegate") are
pleased to announce today the completion of the previously announced plan of arrangement under the
Business Corporations Act (Ontario) pursuant to which Itafos has acquired all of the issued and
outstanding common shares of Stonegate (the " Stonegate Shares ") not already owned directly or
indirectly by it (the " Arrangement"). As a result of the Arrangemen t, Stonegate has become an indirect
wholly owned subsidiary of Itafos.
On closing of the Arrangement, an aggregate of appro ximately 2,985,777 ordinary shares of Itafos (each
an " Itafos Share ") were issued to shareholders of Stonegate (" Stonegate Shareholders ") at an
exchange ratio of 0.008 of an Itafos Share for each outstanding Stonegate Share. In connection with the
Arrangement, all outstanding options of Stonegat e were cancelled, and 100,000,000 outstanding
common share purchase warrants of Stonegate were exchanged for replacement warrants of Itafos
exercisable to acquire that number of Itafos Shares as is equal to 0.008 multiplied by the number of
Stonegate Shares that the holders of the warrants so transferred and assigned would have acquired if
such holders had exercised such warrants immediately prior to the effective time of the Arrangement.
The Arrangement was approved by Stonegate Shareholders at a specia l meeting held on July 13, 2017
(the "Meeting"). The Ontario Superior Court of Justice ( Commercial List) issued a final order approving
the Arrangement on July 17, 2017. The Stonegate Shar es are expected to be de-listed from the Toronto
Stock Exchange after the close of trading on or abou t July 21, 2017. An application has also been made
for Stonegate to cease to be a reporting issuer in the applicable jurisdictions.
Registered Stonegate Shareholders are encouraged to complete, execute and submit the letter of
transmittal included in the Meeting materials previo usly mailed to Stonegate Shareholders as soon as
possible in order to receive the Itafos Shares to which they are entitled under the Arrangement.
ABOUT ITAFOS
Itafos (TSXV: IFOS) is focused on becoming a signifi cant integrated producer of phosphate based
fertilizers and related produ cts. Itafos has an experie nced team with signific ant experience in the
business of fertilizer operations, management, marketing and finance. Itafos owns and operates the
Itafos-Arraias SSP Operations, which c onsists of an integrated fertilizer producing facility comprised of a
phosphate mine, a mill, a beneficiation plant, a sulp huric acid plant, an SSP plant and a granulation plant
and related infrastructure located in central Brazil. Itafos’ exploration portfolio includes a number of
additional projects in Brazil, in cluding the Santana Project, a high-grade phosphate deposit located in
close proximity to the largest fertilizer market of Mato Grosso State and animal feed market of Pará State,
and the Araxá Project, a high-grade rare earth element s, niobium and phosphate deposit located in close
proximity to two operating mines, ther efore 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 a 10 0% interest in Stonegate Agricom Ltd. which owns
the Paris Hills Project, a high-grade phosphate deposi t located in Idaho, United States and the Mantaro
Project, a highgrade phosphate deposit located in Peru.
ABOUT STONEGATE AGRICOM LTD.
Stonegate Agricom (TSX: ST), which is engaged in acquiring and developing agricultural nutrient
projects, is currently focused on the development of the Paris Hills Phosphate Project located in Idaho.
More information is available at www.stonegateagricom.com.
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FORWARD LOOKING INFORMATION
Certain information contained in this news release cons titutes forward looking information. All information
other than information of historical fact is forwar d looking information. The use of any of the words
“intend”, “anticipate”, “plan”, “continue”, “estimate”, “expect”, “may”, “will”, “project”, “should”, “would”,
“believe”, “predict” and “potential” and similar expressions are in tended to identify forward looking
information. This information involves known and un known risks, uncertainties and other factors that may
cause actual results or events to differ materially from those anticipated in such forward looking
information. No assurance can be given that this in formation will prove to be correct and such forward
looking information included in this news releas e should not be unduly relied upon. The forward looking
information provided in this news release is based upon a number of material factors and assumptions.
Forward looking information is subject to a number of risks and other factors that could cause actual
results and events to vary materially from that anticipated by such fo rward looking information. Readers
are cautioned that the foregoing lis t of risks, uncertainties and as sumptions are not exhaustive. The
forward looking information included in this news release is expressly qualified by this cautionary
statement and is made as of the date of this news release. Neither Itafos nor Stonegate undertake any
obligation to publicly update or revise any forward looking information 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.
FURTHER INFORMATION
Itafos
Ugland House
Grand Cayman, Grand Cayman
KY1-1104
Brian Zatarain, Chief Executive Officer
1.713.239.2700
www.itafos.com
Stonegate Agricom Ltd.
Suite 1300 - 20 Adelaide Street East
Toronto, Ontario
M5C 2T6
Brian Zatarain, Chief Executive Officer
416.864.0303
www.stonegateagricom.com