Itafos (TSX VENTURE:IFOS) announced today that it has closed its
previously announced US$165 million secured term loan facility.
Parties to the facility include Itafos, as the borrower, its
wholly-owned subsidiaries, Itafos Brazil Holdings, Itafos
International Holdings Cooperatie UA, Itafos Ltd., Itafos II LP and
Itafos Conda Holdings, as the guarantors (collectively, the
Guarantors), CL Fertilizers Holding LLC (formerly
known as Zaff LLC) (
CLF), funds managed by
BlackRock Financial Management Inc. and its affiliates, and a
syndicate of other lenders, as the lenders (collectively, the
Lenders), and Cortland Capital Market Services
LLC, as the administrative agent (the
Agreement).
On closing, certain outstanding unsecured
promissory notes of Itafos in the aggregate principal amount of
US$89,961,951, together with all interest accrued thereon, were
deemed to have been converted into loans constituting part of the
Agreement and/or prepaid, in whole or in part. The net proceeds of
the US$165 million secured term loan facility (after deduction of
applicable fees and other transaction costs) will fund working
capital and other cash requirements of Itafos Conda and Itafos
Arraias, continued implementation of the company’s business
development initiatives (including, but not limited to Itafos Paris
Hills and Itafos Farim) and other general corporate purposes.
The key terms of the Agreement are:
- Term of four years commencing on the closing with a bullet
repayment schedule subject to certain prepayment rights and
requirements and applicable prepayment penalties.
- Interest at a per annum rate of 10% commencing on the closing
until 18 months following the closing with 50% payable in cash and
50% payable in kind and 12% thereafter with 75% payable in cash and
25% payable in kind.
- Secured by Itafos’ direct and indirect interest in the
Guarantors and other assets of Itafos and the Guarantors.
- Issuance of bonus shares to the Lenders in an aggregate amount
of 2,750,000 (the Bonus Shares) on closing.
- Other terms, fees and cost reimbursements standard and
customary for similar agreements.
The Bonus Shares will be subject to resale
restrictions pursuant to a ‘distribution compliance period’ (as
defined in Regulation S under the United States Securities Act of
1933, as amended) of one year from the date the shares were issued.
The Bonus Shares are also subject to a statutory hold period of
four months plus a day from the date of issuance in accordance with
applicable Canadian securities legislation and TSXV requirements,
which hold period will run concurrently with the above referenced
one year restricted period under US securities legislation.
Upon issuance of the Bonus Shares, Itafos shall
have 142,070,301 shares outstanding, of which CLF would
beneficially own, or control or direct, 81,980,064, representing
approximately 57.7% of the issued and outstanding shares (on an
undiluted basis).
About Itafos
Itafos is a vertically integrated phosphate
based fertilizers and specialty products company with an attractive
portfolio of long-term strategic businesses located in key
fertilizer markets worldwide. Itafos is managed by an experienced
and diverse team with extensive operations, commercial and
financial expertise. Itafos owns and operates Itafos Conda, a
vertically integrated phosphate fertilizer business which produces
approximately 540,000 tons per year of mono-ammonium phosphate,
super phosphoric acid, merchant grade phosphoric acid and specialty
products located in Idaho, U.S. and Itafos Arraias, a vertically
integrated phosphate fertilizer business with production capacity
of approximately 500,000 tons per year of single super phosphate
located in Tocantins, Brazil. Itafos is developing Itafos Paris
Hills, a high-grade phosphate mine project located in Idaho, U.S.,
Itafos Farim, a high-grade phosphate mine project located in Farim,
Guinea Bissau, Itafos Santana, a vertically integrated high-grade
phosphate fertilizer project located in Pará, Brazil, Itafos Araxá,
a high-grade rare earth oxide and other elements mine project
located in Minas Gerais, Brazil and Itafos Mantaro, a high-grade
phosphate mine project located in Junin, Peru.
For more information, please visit
http://itafos.com.
About The Blueshirt Group
The Blueshirt Group provides capital markets
expertise and strategic financial and media relations counsel to
growth companies and venture capital firms globally. Founded in
1999, The Blueshirt Group has earned its reputation as a leader in
investor relations, financial communications, financial media
relations and crisis management.
For more information, please visit
http://www.blueshirtgroup.com.
FORWARD LOOKING STATEMENTS
Certain information contained in this news
release constitutes forward looking information. All information
other than information of historical fact is forward 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 intended to identify forward looking information.
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 the intended
use of funds from the Agreement.
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 forward
looking information. Although Itafos has attempted to
identify important factors that could cause actual results to
differ materially from those contained in forward-looking
statements, there may be other factors that cause results not to be
as anticipated, estimated or intended. Factors that may cause
actual results to differ materially from expected results described
in forward-looking statements include, but are not limited to those
risk factors set out in Itafos’ Management Discussion and Analysis
and other disclosure documents available under its profile at
www.sedar.com. 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 qualified by this cautionary statement and is made as of
the date of this news release. Itafos undertakes no obligation to
publicly update or revise any forward looking information except as
required by applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS
REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE
POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR
THE ADEQUACY OR ACCURACY OF THIS RELEASE.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
ItafosBrian ZatarainChief Executive
Officerbrian.zatarain@itafos.com
The Blueshirt GroupGary Dvorchak, CFAManaging
Director+1 (323) 240-5796gary@blueshirtgroup.com
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