Stonegate Shareholders Approve Plan of Arrangement with Itafos
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STONEGATE SHAREHOLDERS APPROVE PLAN OF ARRANGEMENT WITH ITAFOS
Toronto, July 13, 2017 - Itafos (TSXV:IFOS) and Stonegate Agricom Ltd. (TSX:ST) (" Stonegate") are
pleased to announce that shareholders of Stonegate (" Stonegate Shareholders ") have approved the
previously announced transac tion pursuant to which Itafos will acquire all of the issued and outstanding
common shares of Stonegate (the " Stonegate Shares"), not already owned directly or indirectly by it, by
way of a court-approved pl an of arrangement under the Business Corporations Act (Ontario) (the
"Arrangement"). Pursuant to the Arrangement, each Stonegate Shareholder will receive 0.008 of an
ordinary share of Itafos for each Stonegate Share held.
Approximately 74% of the issued and outstanding Stonegate Shares were represented in person or by
proxy at the special meeting of Stonegate held today (the " Stonegate Meeting "). 99.89% of the
Stonegate Shares represented at the Stonegate Meeting were voted in favour of the Arrangement and
99.83% of the Stonegate Shares vote d by disinterested Stonegate S hareholders (being shareholders
whose votes were not excluded pursuant to Multilateral Instrument 61-101 — Protection of Minority
Security Holders in Special Transactions for the purposes of obtaining mi nority approval) were voted in
favour of the Arrangement.
It is expected that Stonegat e will apply for a final order of t he Ontario Superior Court of Justice
(Commercial List) for approval of the Arrangement on July 17, 2017. Subject to final court approval being
obtained and the satisfaction or waiver of all remaining closing conditions, the Arrangement is expected to
become effective on or about July 18, 2017. Follow ing completion of the Arrangement, the Stonegate
Shares will be delisted from th e Toronto Stock Exc hange and an application will also be made for
Stonegate to cease to be a reporting issuer in the applicable jurisdictions.
Stonegate will file a report of voting results on its SEDAR profile at www.sedar.com.
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 an approximate 35.2% interest in Stonegate Agricom
Ltd. which owns the Paris Hills Project, a high-gra de phosphate deposit 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. More particularly, this news release contains statements concerning the timing and receipt of
the final order to the Arrangement and the expected closing date of the Arrangement. This information
involves known and unknown 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 information will prove to be correct and such forward looking information included in this
news release 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 including, without limitation, the time ly receipt of court approval and the satisfaction or
waiver of other closing conditions in connection with Arrangement.
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 ant icipated by such forward looking information. In
particular, the completion of the Arrangement is subjec t to a number of risks including, without limitation,
(a) that court approval may not be obtained in the timeline or on the terms currently anticipated or at all;
and (b) that the Arrangement is subject to a number of closing conditions and no assurance can be given
that all such conditions will be met or will be met in the timelines required by the arrangement agreement
dated May 18, 2017 between Itafos and Stonegate. Readers are cautioned that the foregoing list of risks,
uncertainties and assumptions are not exhaustive.
The forward looking information included in this news release is expressly qualif ied 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
Ian J. McDonald, Chairman and Chief Executive Officer
416.864.0303
www.stonegateagricom.com