Stonegate Agricom Announces Annual & Special Shareholder Meeting Voting Results and Approval of Loan Conversion

TORONTO, June 28, 2016 /CNW/ - Stonegate Agricom Ltd. ("Stonegate" or the "Company") (TSX: ST) today announced that, further to its news release dated December 24, 2015, its shareholders approved the conversion rights contained in the US$1 million senior secured convertible term loan (the "Loan") with Milfam II L.P. (the "Lender") at the Company's annual and special shareholders meeting (the "Meeting") by ballot, by a vote of 142,458,039 for the resolution, representing 94.91% of the votes at the meeting, and 7,633,387 against the resolution, representing 5.09% of the votes at the meeting.  Prior to the shareholder approval, the Lender's right to convert the Loan into common shares of the Company ("Common Shares") was subject to restrictions. At the Meeting, shareholders approved the conversion of all or part of the Loan by the Lender into that number of Common Shares to be issued in accordance with the terms of the Loan, including a number of Common Shares that is greater than 25% of the number of Common Shares issued and outstanding as of December 24, 2015, all as more particularly described in the management information circular of the Company dated May 24, 2016 (the "Circular"), available at www.sedar.com. 

In addition, at the Meeting, all nominees listed in the Circular were elected as directors of the Company for the ensuing year.  The voting results on the election of directors were as follows:

Nominee	Votes For		Votes Withheld
	Number	%	Number	%
Kerry J. Knoll	148,439,633	98.90	1,651,793	1.10
Ian J. McDonald	148,883,076	99.19	1,208,350	0.81
Denis C. Arsenault	149,977,776	99.92	113,650	0.08
Ronald P. Gagel	149,976,776	99.92	114,650	0.08
William E. Roscoe	149,976,776	99.92	114,650	0.08

Shareholders also approved the appointment of PricewaterhouseCoopers LLP as auditors of the Company for the ensuing year, by a show of hands at the Meeting.

About Stonegate Agricom Ltd.

Stonegate Agricom, which is engaged in acquiring and developing agricultural nutrient projects, is currently focused on the development of the Paris Hills Phosphate Project located in Idaho.  The Company believes 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 www.stonegateagricom.com.

Cautionary Note Regarding Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law. 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: uncertainty of additional capital and the Company's ability to continue as a going concern, risks associated with having a controlling shareholder, the potential for the conversion of the Company's convertible debt to materially affect control of the Company, the conversion price of the Company's convertible debt and the impact of currency exchange rates thereon, dilution to the common shares, currency fluctuations, as well as those factors discussed in the section entitled "Risk Factors" in the Company's most recently filed annual information form available at www.sedar.com. 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 news 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

Ian J. McDonald, Chairman and Chief Executive Officer, Stonegate Agricom Ltd., Tel: [phone] or [email protected]