VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 12, 2014) -DuSolo Fertilizers Inc., (TSX VENTURE:DSF) (PINKSHEETS:ELGSF) (FRANKFURT:E6R) ("DuSolo" or the "Company") is pleased to announce that it has entered into a purchase agreement (the "Agreement") with Quantum Fertilizantes Do Tocantins Ltda. ("Quantum") to acquire the remaining 25% interest of the Bomfim property (the "Bomfim Project"); and that in parallel it has arranged a "part and parcel" private placement to fund the Agreement (the "Private Placement"). This Agreement and the Private Placement shall be closed concurrently (collectively the "Proposed Transaction"). The Proposed Transaction is subject to the approval of the TSX Venture Exchange.
ACQUISITION OF THE REMAINING 25% STAKE IN THE BOMFIM PROJECT
The Company has entered into a purchase agreement to acquire the remaining 25% interest of P-Tec Agro Mineracao SPE Ltda. ("P-Tec") - a private Brazilian company with 100% ownership in the Bomfim Project. Up until the agreement was signed, DuSolo held a 75% interest in P-Tec with the remaining 25% owned by Quantum. The Agreement in place provides DuSolo with 100% interest in the project effective immediately in exchange for future payments amounting to five million Brazilian Reals (or $2,400,000 CND at the current exchange rate on September 11th, 2014). The following is a payment schedule agreed upon by both parties:
On October 25, 2014 - two million Brazilian Reals (BRL $2,000,000)
On April 25, 2015 - one million Brazilian Reals (BRL $1,000,000)
On October 25, 2015 - five hundred thousand Brazilian Reals (BRL $500,000)
On April 25, 2016 - five hundred thousand Brazilian Reals (BRL $500,000)
On October 25, 2016 - five hundred thousand Brazilian Reals (BRL $500,000)
On April 25, 2017 - five hundred thousand Brazilian Reals (BRL $500,000)
The Company has also agreed to buy back 575,000 of the Company's common shares that Quantum currently owns at a price of twenty-three (23) cents per common share for gross proceeds of $132,250 CDN.
PRIVATE PLACEMENT
In conjunction with the P-Tec acquisition, the Company is pleased to announce the Private Placement consisting of 22,222,222 common shares at a price of twenty-seven (27) cents per common share for gross proceeds of $6,000,000 CND by way of non-brokered private placement. The are no warrants attached to this offering.
Of the $6,000,000 CND raised, $2,400,000 CND will be allocated towards satisfying the payment terms of the Agreement and the remaining amount will be used towards funding a future work program at the Bomfim Project.
The Company may pay a finder's fee to one or more arm's length parties on a portion of the Private Placement in accordance with the policies of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a hold period that expires four months and one day from the closing date in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws.
As part of the Private Placement, Tembo Capital Mining Fund LP ("Tembo") has committed to invest $5,000,000 CND and upon closing will hold 18,518,519 common shares of the Company, representing a 14.7% interest. At the date of this release, Tembo holds no securities of the Company.
In parallel to Tembo's investment, the Company is pleased to announce that M&G Investment Management Limited ("M&G") who currently holds a 9.6% stake in the Company, has committed to invest an additional $675,000 CND and increase their stake. Upon closing of the financing M&G will therefore hold 12,500,000 common shares of the Company, representing a 9.9% interest.
ABOUT THE COMPANY
DuSolo Fertilizers Inc. is focused on developing a fully integrated process to produce phosphate based fertilizers within the Cerrado region of Brazil as part of a nationwide effort, incentivized by the government, to increase supply of domestically sourced fertilizers and achieve agricultural self-sufficiency.
The Company's shares are publicly traded on the TSX Venture Exchange under the symbol DSF, on the OTC Pink Sheets under the symbol ELGSF and on Frankfurt Stock Exchange under the symbol E6R.
ABOUT TEMBO CAPITAL
Tembo is a mining private equity fund which specializes in Africa and other emerging markets. The Tembo team has a wealth of experience in mining project development, investment and finance. Further details on Tembo can be found at www.tembocapital.com
Tembo participated in the Private Placement as an accredited investor for the purposes of National Instrument 45-106. The Company's securities will be acquired for investment purposes. Depending on market conditions, Tembo may from time to time acquire additional and/or dispose of such securities as it may deem appropriate.
ABOUT M&G INVESTMENT MANAGEMENT LIMITED
M&G Investments is one of UK's largest and longest established investment houses. With more than 80 years experience, M&G is known for its long-term and conviction-led approach to investing. Today, M&G manages assets in excess of 253 Billion British Pounds in equities, multi-asset, fixed income, real estate and cash for clients across Europe and Asia.
On behalf of the Board of Directors
DuSolo Fertilizers Inc.
Eran Friedlander, President
Forward-looking statements
Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements 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", or "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", "be achieved" or "has the potential to". Forward looking statements contained in this press release may include statements regarding the future operating or financial performance of DuSolo which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and DuSolo disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
Neither the TSX Venture Exchange Inc. nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this press release.