Itafos Announces Closing of US$36,000,000 Capital Raise Through Non-Brokered Private Placement Financing and Amendment to Unsecured Subordinated Promissory Note - Seite 2

Related Party Transaction

CLF is a “related party” to the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of CLF’s shareholdings being in excess of 10% of the Company’s issued and outstanding share capital. Accordingly, the completion of the Private Placement and the entering into of the Amended CLF Promissory Note each constitute 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(b) of MI 61-101; and (ii) the minority approval requirements under Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) as it relates to the Private Placement and the amendment to make the Amended CLF Promissory Note non-convertible and Subsection 5.7(1)(f) as it relates to the increase in availability under the Amended CLF Promissory Note.

United States Securities Legislation

In accordance with United States securities legislation, the Subject Shares are 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 Subject Shares were issued. Concurrently, in accordance with applicable Canadian securities legislation, the Subject Shares are subject to a statutory hold period of four months plus a day from the date the Subject Shares were issued.

This news release does not constitute an offer of securities for sale in the US. The securities issued have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the US absent US registration or an applicable exemption from US registration requirements. Hedging transactions involving the Subject Shares may not be conducted unless in compliance with the United States Securities Act of 1933, as amended.

About Itafos

The Company is a vertically integrated phosphate fertilizers and specialty products company with an attractive portfolio of long-term strategic businesses and projects located in key fertilizer markets worldwide.

The Company owns, operates and is developing the following businesses and projects:

• Itafos Conda – a vertically integrated phosphate mine and fertilizer business with production and sales capacity of approximately 550kt per year of monoammonium phosphate (“MAP”), MAP with micronutrients (“MAP+”), superphosphoric acid (“SPA”), merchant grade phosphoric acid (“MGA”) and specialty products including ammonium polyphosphate (“APP”) located in Idaho, US;
• Itafos Arraias – a phosphate fertilizer business with production and sales capacity of approximately 500kt per year of single superphosphate (“SSP”), SSP with micronutrients (“SSP+”), premium PK compounds and approximately 40kt per year of excess sulfuric acid located in Tocantins, Brazil;
• Itafos Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau;
• Itafos Paris Hills – a high-grade phosphate mine project located in Idaho, US;
• Itafos Santana – a vertically integrated high-grade phosphate mine and fertilizer plant project located in Pará, Brazil;
• Itafos Mantaro – a large phosphate mine project located in Junin, Peru; and
• Itafos Araxá – a vertically integrated rare earth elements and niobium mine and extraction plant project located in Minas Gerais, Brazil.

For more information, or to join the Company’s mailing list to receive notification of future news releases, please visit the Company’s website, www.itafos.com.