Itafos (TSX-V:IFOS) and GB Minerals Ltd. (“
GB
Minerals”) (TSX-V:GBL) are pleased to announce today the
completion of the previously announced plan of arrangement under
the Business Corporations Act (British Columbia) (the
“
Arrangement”), pursuant to which Itafos acquired
all of the issued and outstanding common shares of GB Minerals (the
“
GB Minerals Shares”) not already owned directly
or indirectly by Itafos in exchange for ordinary shares of Itafos
(the “
Itafos Shares”) or a combination of Itafos
Shares and cash, as further described below. As a result of the
Arrangement, GB Minerals has become an indirect and wholly owned
subsidiary of Itafos.
Under the Arrangement, holders of GB Minerals
Shares (the “GB Minerals Shareholders”), other
than Itafos and its affiliates, were able to elect to receive one
of the following: (i) 0.035714 of an Itafos Share for each GB
Minerals Share held (the “Share Option”); or (ii)
a combination of C$0.05 in cash and 0.011905 of an Itafos Share for
each GB Minerals Share held (the “Cash and Share
Option” and, together with the Share Option, the
“Consideration”). GB Minerals Shareholders that
did not make a valid election to receive the Cash and Share Option
prior to 5:00 p.m. (Toronto time) on February 22, 2018, the
election deadline, are deemed to have elected to receive the Share
Option. Outstanding options to purchase GB Minerals Shares were
cancelled in accordance with the terms of the Arrangement.
All GB Minerals Shareholders will be provided
with the Consideration described above, depending on the election
or deemed election, as the case may be, made by such shareholder.
Of the 747,948,785 GB Minerals Shares not already owned directly or
indirectly by Itafos, approximately 86.5% (647,255,464 GB Minerals
Shares) will receive the Cash and Share Option and approximately
13.5% (100,693,321 GB Minerals Shares) will receive the Share
Option. As a result, Itafos will be paying C$32,362,773.20 and
issuing approximately 11,301,732 Itafos Shares to GB Minerals
Shareholders pursuant to the Arrangement.
Pursuant to the letter of transmittal and
election mailed to registered GB Minerals Shareholders as part of
the materials in connection with the Meeting (as defined below), in
order to receive the Itafos Shares to which they are entitled,
registered GB Minerals Shareholders who have not already done so
will be required to deposit their share certificate(s) or direct
registration system advice(s) representing GB Minerals Shares,
together with the duly completed letter of transmittal and
election, with TSX Trust Company, the depositary under the
Arrangement. GB Minerals Shareholders whose GB Minerals Shares are
registered in the name of a broker, dealer, bank, trust company or
other nominee must contact their nominee to deposit their GB
Minerals Shares if they have not already done so.
The Arrangement was approved by securityholders
of GB Minerals at a special meeting held on February 21, 2018 (the
"Meeting"). The British Columbia Supreme Court
issued a final order approving the Arrangement on February 23,
2018. The GB Minerals Shares are expected to be de-listed from the
TSX Venture Exchange (the “TSX-V”) after the close
of trading on or about February 28, 2018. An application will also
be made for GB Minerals to cease to be a reporting issuer in the
applicable jurisdictions.
Immediately prior to the completion of the
Arrangement, Itafos, beneficially owned, or controlled or directed,
directly or indirectly 31.3% of the GB Minerals Shares. Itafos will
file an updated early warning report in connection with the
completion of the Arrangement. A copy of the report will be
available under GB Minerals’ profile at www.sedar.com.
ABOUT ITAFOS
Itafos is an integrated producer of phosphate
fertilizers with 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 Conda Phosphate Operations, 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, United States and the Arraias Phosphate
Operations which produces approximately 500,000 tons per year of
single super phosphate 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 in Pará State and the Araxá Project, a high-grade
rare earth elements, niobium and phosphate mine project located in
Minas Gerais 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 the Farim Project, a high-grade
phosphate mine project located in Farim, Guinea Bissau. Further
information on Itafos can be found at www.itafos.com.
ABOUT GB MINERALS LTD.
GB Minerals Ltd. is a Canadian mining
exploration and development company focused on advancing its Farim
phosphate project located in Guinea-Bissau in West Africa, which
consists of a high grade sedimentary phosphate deposit of one
continuous phosphate bed extending over a known surface area of
approximately 40 km2. Further information on GB Minerals can
be found at www.gbminerals.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.
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. 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. Neither Itafos nor GB Minerals
undertake any 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
FURTHER INFORMATION
ItafosUgland HouseGrand Cayman, Cayman
IslandsKY1-1104Brian Zatarain, Chief Executive
Officerbrian.zatarain@itafos.com www.itafos.com |
GB Minerals Ltd.1500 - 701 West Georgia
StreetVancouver, BCV7Y 1C6www.gbminerals.com |
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