Mr. Matthew O'Neill reports

ITAFOS COMPLETES THE SALE OF ITS ARAXÁ PROJECT

Further to Itafos Inc.'s announcement of Aug. 5, 2024, it has completed the sale of its 100-per-cent interest in its Araxa project to a wholly owned subsidiary of St. George Mining Ltd. St. George now owns all of the outstanding securities of Itafos Araxa Mineracao E Fertilizantes S.A.

Pursuant to the sale agreement with St. George, the company has received from St. George the first instalment cash payment of $10-million (U.S.) (less withholding tax payable) and (a) 266,782,003 ordinary shares of St. George (SGQ shares) representing 10 per cent of St. George's outstanding share capital, (b) 86,111,025 options to acquire SGQ shares at an exercise price of four Australian cents, expiring two years from the date of issue; and (c) 11,111,100 performance rights, convertible into SGQ shares for no additional consideration upon St. George reporting an Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC) compliant inferred resource of no less than 25 Mt (million tonnes) at 3.5 per cent total rare-earth oxide (TREO) at a cut-off of 2-per-cent TREO within five years from the date of issue.

Pursuant to the sale agreement, St. George is required to make two additional cash instalment payments to the company as follows: (a) $6-million (U.S.) nine months after completion of the transaction which occurred on Feb. 26, 2025; and (b) $5-million (U.S.) 18 months after completion (collectively, the deferred payments).

David Delaney, chief executive officer of the company, commented: "The sale of our non-core Araxa development asset demonstrates our commitment to delivering long-term shareholder value. We are pleased to partner with St. George as a 10-per-cent equity shareholder and to retain an indirect economic interest in the Araxa asset as St. George develops this niobium rare-earth mineral asset to unlock its full value."

The obligation of St. George to make the deferred payments to the company is secured by St. George's assets in Australia and Brazil until such time as the deferred payments have been received by the company.

The Araxa project is located in Minas Gerais, Brazil, and hosts a niobium and rare-earth elements deposit with the potential for development of a vertically integrated mine and extraction plant capable of producing rare-earth oxides and niobium oxide to serve international markets.

About Itafos Inc.

The company is a phosphate and specialty fertilizer company. The company's businesses and projects are as follows:

• Conda -- a vertically integrated phosphate fertilizer business located in Idaho, with production capacity as follows:
  • Approximately 550,000 tonnes per year of monoammonium phosphate (MAP), MAP with micronutrients, superphosphoric acid (SPA), merchant-grade phosphoric acid and ammonium polyphosphate;
  • Approximately 27,000 tonnes per year of hydrofluorosilicic acid;
• Arraias -- a vertically integrated phosphate fertilizer business located in Tocantins, Brazil, with production capacity as follows:
  • Approximately 500,000 tonnes per year of single superphosphate (SSP) and SSP with micronutrients (SSP+);
  • Approximately 40,000 tonnes per year of excess sulphuric acid (220,000 tonnes per year gross sulphuric acid production capacity);
• Farim -- a high-grade phosphate mine project located in Farim, Guinea-Bissau;
• Santana -- a vertically integrated high-grade phosphate mine and fertilizer plant project located in Para, Brazil.

The company is a Delaware corporation that is headquartered in Houston, Tex. The company's shares trade on the TSX Venture Exchange under the ticker symbol IFOS. The company's principal shareholder is CL Fertilizers Holding LLC (CLF). CLF is an affiliate of Castlelake LP, a global private investment firm.

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