the Arrangement Agreement, each shareholder of Stonegate (a Stonegate Shareholder) will receive 0.008 of an ordinary share of Itafos (an Itafos Share ) for each Stonegate Share held. Itafos anticipates issuing an aggregate of approximately 2,985,777 Itafos Shares to Stonegate Shareholders pursuant to the Arrangement.The Arrangement is expected to provide Stonegate Shareholders with the opportunity to participate in a larger phosphate entity, with a diversified portfolio of phosphate projects and a prospect for growth in the short to medium term.The Arrangement is subject to the approval of the Ontario Superior Court of Justice (Commercial List) and (i) at least two-thirds of the votes cast by Stonegate Shareholders at the Stonegate Meeting (as defined below); and (ii) a majority of the votes cast by disinterested Stonegate Shareholders at the Stonegate Meeting.In addition to the aforementioned approvals, completion of the Arrangement is subject to other customary conditions, including the receipt of all necessary regulatory and stock exchange approvals. The Arrangement is expected to close by August 2017.The Arrangement Agreement contains customary non-solicitation provisions which are subject to Stonegates right to consider and accept a superior proposal subject to a matching right in favour of Itafos. In the event that the Arrangement is not completed as a result of a superior proposal or for other certain specified circumstances, Stonegate will pay Itafos a termination fee.The Arrangement constitutes a business combination under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (MI 61-101) for Stonegate and a related party transaction under MI 61-101 for Itafos as Itafos currently indirectly owns 202,450,642 Stonegate Shares, representing approximately 35.2% of the issued and outstanding Stonegate Shares. Itafos is relying on the formal valuation exemption in section 5.5(b) of MI 61-101, on the basis that no securities of Itafos are listed on the Toronto Stock Exchange (the TSX) or other specified markets, and the minority approval exemption in section 5.7(a) of MI 61-101, on the basis that neither the fair market value of the Stonegate Shares to be acquired pursuant to the Arrangement nor the consideration to be paid for the Stonegate Shares exceeds 25% of Itafos market capitalization. As required by MI 61-101, Stonegate will obtain a formal valuation (the Valuation) from Echelon Wealth Partners Inc. ( Echelon) and will seek the requisite approvals of the Arrangement from Stonegate Shareholders at a special meeting which is expected to be held in July 2017 (the Stonegate Meeting).The Valuation is being prepared under the supervision of a special committee of the board of directors of Stonegate consisting of independent and disinterested directors (the Stonegate Special Committee) and will be included in the management information circular (the Circular) to be mailed to Stonegate Shareholders in connection with the Stonegate Meeting. Prior to the execution of the Arrangement Agreement, Echelon provided a verbal opinion that, based upon and subject to the assumptions, limitations and qualifications in such opinion, the consideration to be received by Stonegate Shareholders is fair, from a financial point of view, to Stonegate Shareholders (other than Itafos and its affiliates). A copy of the fairness opinion will also