Itafos and Stonegate Agricom complete arrangement

CPE News

Zaff and Pala Investments backed Itafos to increase stake in Stonegate Agricom with $950K investment

pcJ News Briefs – Itafos (TSX-V: IFOS), a portfolio company of Zaff LLC and Pala Investments Limited, has closed previously announced arrangement with Stonegate Agricom Ltd. (TSX: ST).

Itafos issued 2,985,777 ordinary shares of Itafos to shareholders of Stonegate at an exchange ratio of 0.008 of an Itafos share for each outstanding Stonegate share. The transaction valued Stonegate at approximately $5.28 million based on Itafos closing stock price of $1.77 on July 17, 2107.

Zaff, direct or indirect, controls over 49,882,498 Itafos shares, representing 60.6% of 82,304,284 currently issued and outstanding shares.

News Release

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 Arrangement, Stonegate has become an indirect wholly owned subsidiary of Itafos.

On closing of the Arrangement, an aggregate of approximately 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 Stonegate 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 special 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 Shares are expected to be de-listed from the Toronto Stock Exchange after the close of trading on or about 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 previously 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 significant integrated producer of phosphate based fertilizers and related products. Itafos has an experienced team with significant experience in the business of fertilizer operations, management, marketing and finance. Itafos owns and operates the Itafos-Arraias SSP Operations, which consists of an integrated fertilizer producing facility comprised of a phosphate mine, a mill, a beneficiation plant, a sulphuric 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, including 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 elements, niobium and phosphate deposit located in close proximity to two operating mines, therefore 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 100% interest in Stonegate Agricom Ltd. which owns the Paris Hills Project, a high-grade 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.

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
brian.zatarain@itafos.com
www.itafos.com

Stonegate Agricom Ltd.
Suite 1300 – 20 Adelaide Street East
Toronto, Ontario
M5C 2T6
Brian Zatarain, Chief Executive Officer
416.864.0303
info@stonegateagricom.com
www.stonegateagricom.com