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Stonegate and Itafos Announce Completion of Arrangement

TORONTO, ONTARIO–(Marketwired – July 18, 2017) – Itafos (TSX VENTURE:IFOS) and Stonegate Agricom Ltd. (TSX:ST) (“Stonegate”) are pleased to announce today the completion of the previously announced plan of arrangement under the Business Corporations Act (Ontario) pursuant to which Itafos has acquired all of the issued and outstanding common shares of Stonegate (the “Stonegate Shares”) not already owned directly or indirectly by it (the “Arrangement”). As a result of the Arrangement, Stonegate has become an indirect wholly owned subsidiary of Itafos.

On closing of the Arrangement, an aggregate of approximately 2,985,777 ordinary shares of Itafos (each an “Itafos Share”) were issued to shareholders of Stonegate (“Stonegate Shareholders”) at an exchange ratio of 0.008 of an Itafos Share for each outstanding Stonegate Share. In connection with the Arrangement, all outstanding options of Stonegate were cancelled, and 100,000,000 outstanding common share purchase warrants of Stonegate were exchanged for replacement warrants of Itafos exercisable to acquire that number of Itafos Shares as is equal to 0.008 multiplied by the number of Stonegate Shares that the holders of the warrants so transferred and assigned would have acquired if such holders had exercised such warrants immediately prior to the effective time of the Arrangement.

The Arrangement was approved by Stonegate Shareholders at a special meeting held on July 13, 2017 (the “Meeting”). The Ontario Superior Court of Justice (Commercial List) issued a final order approving the Arrangement on July 17, 2017. The Stonegate Shares are expected to be de-listed from the Toronto Stock Exchange after the close of trading on or about July 21, 2017. An application has also been made for Stonegate to cease to be a reporting issuer in the applicable jurisdictions.

Registered Stonegate Shareholders are encouraged to complete, execute and submit the letter of transmittal included in the Meeting materials previously mailed to Stonegate Shareholders as soon as possible in order to receive the Itafos Shares to which they are entitled under the Arrangement.