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TORONTO, March 19, 2015 /CNW/ - Stonegate Agricom Ltd. ("Stonegate" or the "Company") (TSX: ST, ST.WT.A) today announced that its previously announced proposed private placement equity financing (the "Offering") with existing shareholders is fully subscribed. The Company has received a total of 154 subscription agreements from existing shareholders, subscribing for an aggregate of $2,185,200 of Units (as defined below), which was the maximum of the targeted financing range that had been previously announced on February 27, 2015. The Offering is subject, among other things, to approval by the Toronto Stock Exchange and shareholder approval at the Company's annual and special meeting scheduled to be held on April 24, 2015.
The Offering consists of the sale of 145,680,000 Units of the Company at a price of $0.015 per Unit. Each Unit consists of one common share (a "Unit Share") of the Company and a third of a common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the holder to acquire one common share (a "Warrant Share") of the Company at an exercise price of $0.02 per Warrant Share for a period of 24 months following closing, which is expected immediately after shareholder approval.
Ian McDonald, Co-Founder, Co-Chairman and Acting Chief Executive of Stonegate, subscribed for $514,467, or 23.5% of the Units. Other insiders subscribed for an additional 7.0%.
Sprott Resource Corp. (TSX: SCP), which currently owns 36.5% of Stonegate's 194,242,704 common shares outstanding, is not participating in the Offering but has informed the Company that it will vote in favour of the Offering.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any securities laws of any state of the United States, and may not be offered or sold directly or indirectly in the United States or to, or for the account or benefit of, a "U.S. Person" (as defined in Regulation S under the U.S. Securities Act) absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States or to, or for the account or benefit of, a "U.S. Person," nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Stonegate Agricom Ltd.
Stonegate Agricom, which is actively engaged in acquiring and developing agricultural nutrient projects, is currently focused on the development of the potentially world-class, long-life Paris Hills Phosphate Project located in Idaho. The Company is confident that the deposit has sufficient size and grade to become a strategic, cost-effective source of phosphate supply for major fertilizer producers. More information is available at www.stonegateagricom.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law, which may include statements herein relating to the potential requirement for additional testing and engineering work. Generally, forward-looking statements and forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company as at the date of such information. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: risks relating to assumptions used in preparation of the Feasibility Study on the Lower Phosphate Zone of the Paris Hills Phosphate Project including government regulation, phosphate prices, labour costs and capital costs, and project risks including project location, permitting requirements, project delays, ground control and dilution and water management; the results of additional water testing; the general risks associated with the speculative nature of the Company's business, commodity prices, current global financial conditions, uncertainty as to the successful completion of this private placement financing, use of proceeds, ability to raise the minimum gross proceeds, uncertainty of additional capital, price volatility, the Paris Hills Phosphate Project being a development-stage project, limited operating history, no history of earnings, government regulation in the mining industry, environmental risks and hazards, impending climate change legislation, required approvals and permits, foreign subsidiaries, risks relating to receiving applicable permits for construction and production, ability to conduct additional water flow tests, completion of the groundwater model and report, risks relating to the retention of the Paris Hills project, expiration of leases and permits for the Paris Hills Project, title to mineral properties, obtaining mineral concessions and surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral reserves and resources, uncertainty of inferred mineral resources, mineral exploration, reliability of historical exploration work, risks associated with having a controlling shareholder, dilution to the common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled "Risk Factors" in the Company's most recently filed annual information form available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the Company's expected financial and operational performance and may not be appropriate for other purposes. Stonegate does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.
SOURCE Stonegate Agricom Ltd
For further information: Wayne Cheveldayoff, Vice President, Investor Relations, Stonegate Agricom Ltd., Tel: 416-479-4359 or firstname.lastname@example.org