Stonegate Agricom Files Preliminary Prospectus

TORONTO, June 19, 2013 /CNW/ - Stonegate Agricom Ltd. (the "Company") (TSX: 
ST) is pleased to announce that it has filed a preliminary short form 
prospectus with the securities regulatory authorities in each of the provinces 
of Canada, except Québec, in connection with a "best efforts" marketed 
offering (the "Offering") to raise minimum gross proceeds of C$10 million with 
a syndicate of agents co-led by GMP Securities L.P. and Cormark Securities 
Inc., and including BMO Capital Markets (collectively, the "Agents"). The 
Offering will consist of the sale of units (the "Units") at an issue price to 
be determined in the context of the market (the "Issue Price"). Each Unit will 
be comprised of one common share of the Company (the "Shares") and one half of 
one common share purchase warrant (each whole warrant, a "Warrant"). Each 
Warrant shall entitle the holder to purchase one common share (the "Warrant 
Shares") at a price and for a period to be determined in the context of the 
market. The Agents shall also have the option to purchase from the Company 
up to that number of additional Units as is equal to 15% of the number of 
Units issued under the Offering during the 30 day period immediately following 
the Closing Date (the "Over-Allotment Option"). 
The net proceeds from the Offering will be used to advance the Company's Paris 
Hills Phosphate Project located in Idaho, USA, including completing 
permitting, and for general corporate and working capital purposes. 
Sprott Resource Corp. (TSX: SCP), which currently owns 37.5% of the Company's 
basic common shares outstanding, has informed the Company that it intends to 
participate in the Offering on a pro rata basis in order to maintain its 
current percentage ownership in the Company. 
The Offering is expected to close on or about July 16, 2013 (the "Closing 
Date"). The Company shall obtain the necessary approvals to list the Shares 
and Warrant Shares on the Toronto Stock Exchange ("TSX"), which listings shall 
be conditionally approved prior to the Closing Date. 
A preliminary short form prospectus has been filed with the securities 
regulators in each of the provinces of Canada, except Québec, pursuant to 
National Instrument 44-101 - Short Form Prospectus Distributions. 
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 
Cautionary Note Regarding Forward-Looking Statements 
This press release contains "forward-looking statements" and "forward-looking 
information" within the meaning of applicable law, which include statements 
herein relating to the potential to increase mineral resource and mineral 
reserve estimates. 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 and 
Pre-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 general risks associated with the speculative nature of the 
Company's business, commodity prices, current global financial conditions, 
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 the 
retention of the Paris Hills project, expiration of leases and permits for the 
Paris Hills Project, title to mineral properties, obtaining 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, risks associated with having a controlling shareholder, arbitrary 
offering price, 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 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. 
Wayne Cheveldayoff Vice President, Investor Relations Stonegate Agricom Ltd. 
Tel: 416-479-4359 
Christine Stewart Renmark Financial Communications Inc. Tel: 416-644-2020 
SOURCE: Stonegate Agricom Ltd 
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CO: Stonegate Agricom Ltd
ST: Ontario
-0- Jun/19/2013 18:54 GMT
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