be included in the Circular. All Stonegate Shareholders (other than Itafos and its affiliates) will be treated on the same basis and no additional consideration or benefit is available to any Stonegate Shareholder (other than Itafos and its affiliates). In connection with the Arrangement, all outstanding options of Stonegate will be cancelled, and the 100,000,000 outstanding common share purchase warrants of Stonegate will be 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 Stonegate Special Committee, following a review of the terms and conditions of the Arrangement Agreement and consideration of a number of factors, unanimously recommended that the board of directors of Stonegate (the Stonegate Board) approve the Arrangement. After receiving the recommendation of the Stonegate Special Committee and advice from its advisors, the disinterested members of the Stonegate Board have unanimously determined that the Arrangement is in the best interests of Stonegate and is fair to Stonegate shareholders (other than Itafos and its affiliates) and will recommend that Stonegate Shareholders vote in favour of the Arrangement. Mr. Brian Zatarain, a director of Stonegate and Chief Executive Officer of Itafos, is a related party and, as such, declared his interest to the Stonegate Board in connection with the Arrangement and did not attend the meetings of the Stonegate Board relating to the Arrangement. All of the directors and senior officers of Stonegate, as well Mr. Lloyd I. Miller, III (a Stonegate Shareholder who beneficially owns, or controls or directs, directly or indirectly 21.3% of the Stonegate Shares), have entered into customary support agreements (collectively, the Support Agreements) with Itafos pursuant to which, among other things, they have agreed to vote their Stonegate Shares in favour of the Arrangement.If the Arrangement is completed, the Stonegate Shares will be delisted from the TSX.A copy of the Arrangement Agreement is available through Stonegates and Itafos filings with the securities regulatory authorities in Canada in SEDAR at www.sedar.com.None of the securities to be issued pursuant to the Arrangement Agreement have been or will be registered under the United States Securities Act of 1933, as amended (the U.S. Securities Act), or any state securities laws, and any securities issued in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.Itafos will file an updated early warning report in connection with entering into the Arrangement Agreement and the Support Agreements. A copy of the report will be available under Stonegates profile at www.sedar.com, or by contacting Brian Zatarain, the Chief Executive Officer of Itafos at brian.zatarain@itafos.com.ADVISORSEchelon Wealth Partners Inc. is acting as the financial advisor to Stonegate in connection