Stonegate Agricom announces full exercise of underwriters' over-allotment
option

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN./

TORONTO, May 4 /CNW/ - Stonegate Agricom Ltd. ("Stonegate" or the "Company") (TSX: ST) is pleased to announce that it has completed the sale of an additional 6,750,000 units (the "Units") of the Company at a price of $1.00 per Unit for additional gross proceeds of $6,750,000 pursuant to the full exercise of the over-allotment option granted in connection with the Company's initial public offering (the "Offering") of Units which closed on April 28, 2010. Each Unit consists of one common share (a "Common Share") of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company at an exercise price of $1.50 until April 28, 2013. The exercise of the over-allotment option brings the total number of Units sold by the Company pursuant to its initial public offering to 51,750,000 and the total gross proceeds from the initial public offering to $51,750,000.

The underwriting syndicate for the Offering was led by GMP Securities L.P. and included BMO Capital Markets, Canaccord Financial Ltd., Wellington West Capital Markets Inc., CIBC World Markets Inc., Dahlman Rose & Company, LLC, Global Maxfin Capital Inc. and Toll Cross Securities Inc.

The Common Shares and the Warrants are listed on the Toronto Stock Exchange under the symbols "ST" and "ST.WT", respectively.

The offer and sale of the securities referred to in this press release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States.

About Stonegate

The Company is engaged in the business of acquiring, exploring and developing agricultural nutrient projects with the objective of becoming a leading low-cost producer of high quality phosphate mineral products to supply regional and international markets with long-term supply deficits. In order to achieve this objective, the Company is undertaking to explore and assess the potential for the development of its two principal assets, the Mantaro Phosphate Project located in Peru and the Paris Hills Phosphate Project located in Bear Lake County, Idaho. These properties contain high quality phosphate deposits that are strategically located in two of the world's richest agricultural centres in North and South America.

Cautionary Note Regarding Forward-Looking Statements

This press 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: 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 Mantaro and Paris Hills projects are advanced exploration stage projects, 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, political and economic risk in Peru, risks relating to the retention of the Mantaro project, 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 and converting mineral concessions and surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral resources, uncertainty of inferred mineral resources, mineral exploration, reliability of historical exploration work, absence of public trading market, 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 preliminary prospectus. 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 offering as well as 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.

For further information: Mark N.J. Ashcroft, P.Eng., President and Chief Executive Officer, Stonegate Agricom Ltd., [phone]; Renmark Financial Communications Inc.: Christine Stewart: [email protected]; Dan Symons: [email protected], [phone] or [phone]; www.renmarkfinancial.com