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Message: Stonegate Agricom Announces Pricing of its Public Offering





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/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES./


TORONTO, July 17, 2013 /CNW/ - Stonegate Agricom Ltd. (the "Company") (TSX: ST) is pleased to announce that it has filed its final short
form prospectus with the securities regulatory authorities in each of
the provinces of Canada, except Quebec, in connection with its "best
efforts" marketed offering (the "Offering") to raise minimum gross proceeds of $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 consists of the sale of a minimum of 33,333,333 units
(the "Units") of the Company at a price of $0.30 per Unit (the "Offering"). Each Unit consists of one common share (a "Unit Share") of the Company and one common share purchase warrant (a "Warrant"). Each Warrant shall entitle the holder to acquire one common share of
the Company (a "Warrant Share") at an exercise price of $0.40 per common share for a period of 24
months following the Closing Date (as defined below). The Agents shall
also have the option to arrange for the sale of up to that number of
additional Unit Shares and/or Warrants as is equal in aggregate 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
permitting, and for general corporate and working capital purposes.


Sprott Resource Corp. (TSX: SCP), which currently owns 37.5% of the
Company's basic outstanding common shares, has informed the Company
that it intends to participate in the Offering on a pro rata basis,
excluding any additional securities sold on the exercise of the Agent's
Over-Allotment Option, in order to maintain its current percentage
ownership in the Company.


The Offering is expected to close on or about July 24, 2013, (the "Closing Date") subject to customary closing conditions. The Company has received
conditional approval for the listing of the Unit Shares, Warrants and
the Warrant Shares on the Toronto Stock Exchange. Listing is subject to
the Company fulfilling all of the requirements of the Toronto Stock
Exchange.


The Company has also filed an amended and restated technical report
entitled "Amended and Restated NI 43-101 Technical Report Paris Hills
Phosphate Project Bloomington, Idaho, USA" effectively dated January
18, 2013 and amended and restated as of July 8, 2013 (the "Amended Technical Report"). The Amended Technical Report was filed solely to ensure that a
"Qualified Person" (as that term is defined in National Instrument
43-101 - Standards of Disclosure for Mineral Projects) had taken responsibility for each section of the previously filed
technical report.


A copy of the Company's final prospectus and Amended Technical Report
are available on SEDAR under the Company's profile.


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.




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 Phosphate Project, expiration of leases and permits for the Paris
Hills Phosphate 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 sedar 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.



SOURCE: Stonegate Agricom Ltd



For further information:

Wayne Cheveldayoff Vice President, Investor Relations Stonegate Agricom Ltd. Tel: 416-479-4359 [email protected]

Christine Stewart Renmark Financial Communications Inc. Tel: 416-644-2020 [email protected]

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