CL Fertilizers Holdings LLC Announces Acquisition of Shares of Itafos

CL Fertilizers Holdings LLC (

CLF

) announced that since the date of its last report filed on February 28, 2018, it has acquired an aggregate of 3,171,852 shares (the 

Acquired Shares

) of Itafos (TSXV:IFOS), as follows: (i) 527,072 shares in connection with the close of a US$165 million secured term credit facility between Itafos and a syndicate of lenders (including CLF) (the 

Bonus Shares

); (ii) 1,791,780 shares (the 

Private Agreement Shares

) through private purchase and sale transactions; and (iii) 853,000 shares (the 

Normal Course Purchased Shares

).

The Private Agreement Shares were acquired by way of private purchase and sale transactions in reliance on the takeover bid exemption set forth in section 4.2 of National Instrument 62-104 - Takeover Bids and Issuer Bids (NI 62-104). The Normal Course Purchased Shares were acquired on the TSX Venture Exchange (the TSXV) in reliance on the takeover bid exemption set forth in section 4.1 of NI 62-104. The acquisition of the Bonus Shares occurred on a private placement basis.

The Normal Course Purchased Shares were acquired at CAD$0.56 per share. The Private Agreement Shares were acquired at CAD$0.75 per hare. The Bonus Shares were issued at a deemed price of CAD$2.41 per share.

Immediately prior to the acquisition of the Normal Course Purchased Shares, CLF had direct or indirect ownership of or control over 83,771,844 shares of Itafos, representing approximately 59.6% of the issued and outstanding shares of Itafos (on an undiluted basis) (as reported in Itafos’ management’s discussion and analysis May 16, 2019). 

Following the acquisition of the Normal Course Purchased Shares, CLF has direct or indirect beneficial ownership of or control over 84,624,844 shares of Itafos, representing approximately 60.2% of the issued and outstanding shares of Itafos (on an undiluted basis) (as reported in Itafos’ management’s discussion and analysis dated May 16, 2019).

The Acquired Shares are being acquired for investment purposes. However, CLF may take actions in the future in respect of its holdings in Itafos based on the then existing facts and circumstances, which actions could include, without limitation, acquisitions or dispositions of shares, whether in the open market, by privately negotiated agreement or otherwise, or in connection with a strategic transaction with Itafos.

The registered office of Itafos is located at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands, KY1-1104.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please contact Molly Schlax at [phone].