IFOS Itafos Inc

Itafos Inc. (TSX-V: IFOS) (the “Company”) is pleased to announce that, further to its announcement of August 5, 2024, it has completed the sale of its 100% interest in its Araxá project to a wholly-owned subsidiary of St George Mining Limited (“St George”) (ASX: SGQ) (the “Transaction”). St George now owns all of the outstanding securities of Itafos Araxá Mineracao E Fertilizantes S.A (“Itafos Araxá”).

Pursuant to the sale agreement with St George (the “Sale Agreement”), the Company has received from St George the first installment cash payment of USD$10,000,000 (less withholding tax payable) and (a) 266,782,003 ordinary shares of St George (“SGQ Shares”) representing 10% of St George’s outstanding share capital, (b) 86,111,025 options to acquire SGQ Shares at an exercise price of AUD$0.04, expiring two years from the date of issue; and (c) 11,111,100 performance rights, convertible into SGQ Shares for no additional consideration upon St George reporting an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC) compliant inferred resource of no less than 25Mt @ 3.5% total rare earth oxide (“TREO”) at a cut-off of 2% TREO within five years from the date of issue.

Pursuant to the Sale Agreement, St George is required to make two additional cash installment payments to the Company as follows: (a) USD$6,000,000 nine months after completion of the transaction which occurred on February 26, 2025 (“Completion”); and (b) USD$5,000,000 18 months after Completion (collectively, the “Deferred Payments”).

David Delaney, Chief Executive Officer of the Company, commented: “The sale of our non-core Araxá development asset demonstrates our commitment to delivering long term shareholder value. We are pleased to partner with St George as a 10% equity shareholder and to retain an indirect economic interest in the Araxá asset as St George develops this niobium rare-earth mineral asset to unlock its full value.”

The obligation of St George to make the Deferred Payments to the Company is secured by St George’s assets in Australia and Brazil until such time as the Deferred Payments have been received by the Company.

The Araxá project is located in Minas Gerais, Brazil and hosts a niobium and rare earth elements deposit with the potential for development of a vertically integrated mine and extraction plant capable of producing rare earth oxides and niobium oxide to serve international markets.

About Itafos

The Company is a phosphate and specialty fertilizer company. The Company’s businesses and projects are as follows:

• Conda – a vertically integrated phosphate fertilizer business located in Idaho, US with production capacity as follows:
  • approximately 550kt per year of monoammonium phosphate (“MAP”), MAP with micronutrients (“MAP+”), superphosphoric acid (“SPA”), merchant grade phosphoric acid (“MGA”) and ammonium polyphosphate (“APP”); and
  • approximately 27kt per year of hydrofluorosilicic acid (“HFSA”);
• Arraias – a vertically integrated phosphate fertilizer business located in Tocantins, Brazil with production capacity as follows:
  • approximately 500kt per year of single superphosphate (“SSP”) and SSP with micronutrients (“SSP+”); and
  • approximately 40kt per year of excess sulfuric acid (220kt per year gross sulfuric acid production capacity);
• Farim – a high-grade phosphate mine project located in Farim, Guinea-Bissau; and
• Santana – a vertically integrated high-grade phosphate mine and fertilizer plant project located in Pará, Brazil.

The Company is a Delaware corporation that is headquartered in Houston, TX. The Company’s shares trade on the TSX-V under the ticker symbol “IFOS”. The Company’s principal shareholder is CL Fertilizers Holding LLC (“CLF”). CLF is an affiliate of Castlelake, L.P., a global private investment firm.

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

Forward-Looking Information

Certain information contained in this news release constitutes forward-looking information (“FLI”), including statements with respect to the Transaction and any information related to: the timing and ability of St George to pay the Company the Deferred Payments and the equity ownership that the Company has in St George. All information other than information of historical fact may constitute 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.

The FLI contained in this news release is based on the opinions, assumptions and estimates of management set out herein, which management believes are reasonable as at the date the statements are made. Those opinions, assumptions and estimates are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those projected in the FLI. These include the Company’s expectations and assumptions with respect to the following: commodity prices; operating results; safety risks; changes to the Company’s mineral reserves and resources; risk that timing of expected permitting will not be met; changes to mine development and completion; foreign operations risks; changes to regulation; environmental risks; the impact of adverse weather and climate change; general economic changes, including inflation and foreign exchange rates; the actions of the Company’s competitors and counterparties; financing, liquidity, credit and capital risks; the loss of key personnel; impairment risks; cybersecurity risks; risks relating to transportation and infrastructure; changes to equipment and suppliers; adverse litigation; changes to permitting and licensing; geo-political risks; loss of land title and access rights; changes to insurance and uninsured risks; the potential for malicious acts; market volatility; changes to technology; changes to tax laws; the risk of operating in foreign jurisdictions; and the risks posed by a controlling shareholder and other conflicts of interest. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions is not exhaustive.

Although the Company has attempted to identify crucial factors that could cause actual actions, events or results to differ materially from those described in the FLI, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that FLI will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The reader is cautioned not to place undue reliance on FLI. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable securities law. Additional risks and uncertainties affecting the FLI contained in this news release are described in greater detail in the Company’s current Annual Information Form and current Management’s Discussion and Analysis available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.itafos.com. The FLI included in this news release is expressly qualified by this cautionary statement and is made as of the date of this news release.

NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-V) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

For further information, please contact:

Matthew O’NeillExecutive Vice President & Chief Financial Officerinvestor@itafos.com 713-242-8446

For Media and Investor Relations:

Alliance Advisors IRFatema BhabrawalaDirector, Media Relationsfbhabrawala@allianceadvisors.com647-620-5002