Itafos secures US $14.25M advances

Itafos



News Release

ITAFOS PROVIDES UPDATE ON FINANCING PLAN

TORONTO, ON – October 30, 2017 – Itafos (TSX VENTURE: IFOS) (“Itafos”) announced today it has received advances (the “Advances”) in the aggregate amount of US$14,250,000. The Advances, together with advances previously received by Itafos in August, September and October 2017, are evidenced by unsecured promissory notes issued by Itafos in favor of Zaff LLC (“Zaff”), in the principal amount of US$10,000,000, Pala Investments Limited, in the principal amount of US$7,368,000, and four (4) funds managed by Ice Canyon, a global investment management firm, in the aggregate principal amount of US$15,000,000. The unsecured promissory notes are pre-payable, in whole or in part, at any time, contemplate an interest rate of 15% per year and mature on January 31, 2018. It is expected that the proceeds of the Advances, together with available cash, will be used primarily for the continued rampup of the Itafos Arraias SSP Operations, implementation of business development initiatives and general corporate purposes.

Zaff is a “related party” to Itafos under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of its shareholding being in excess of 10% of Itafos’ issued and outstanding share capital. Accordingly, the unsecured promissory note issued to Zaff constitutes a “related party transaction” under MI 61-101. The transaction is exempt from (i) the formal valuation requirements under Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101; and (ii) the minority approval requirements under Section 5.6 of MI 61-101 pursuant to either Subsection 5.7(1)(a) or Subsection 5.7(1)(f) of MI 61-101.

About Itafos

Itafos is an integrated producer of phosphate based fertilizers and related products with near term production and an attractive portfolio of long-term strategic assets. Itafos is managed by an experienced and diverse team with extensive commercial, financial, legal and technical expertise. 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 a granulation 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 project located Mato Grosso State and the Araxá Project, a high-grade rare earth elements, niobium and phosphate mine project located in Pará State. In addition, Itafos owns the Paris Hills Project, a high-grade phosphate mine project located in Idaho, United States, the Mantaro Project, a high-grade phosphate mine project located in Junin, Peru and an approximate 31.3% interest in GB Minerals Ltd. which owns the Farim Project, a high-grade phosphate mine project located in Farim, Guinea Bissau.

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