Stonegate Agricom Reports Acquisition of Sprott Resource Corp. Share Position by Zaff 2 LP

TORONTO, Aug. 5, 2016 /CNW/ - Stonegate Agricom Ltd. ("Stonegate" or the "Company") (TSX: ST) reports that Sprott Resource Corp. "SRC") (TSX: SCP) announced today that, through Sprott Resource Partnership ("SRP"), it has sold 70,950,462 common shares of Stonegate at a price of $0.0175 per common share, representing aggregate gross proceeds to SRC of $1,241,633.09.  Following the sale, SRC has ceased to own, directly or indirectly, or have control or direction over, any common shares of Stonegate. 

Stonegate also reports that Zaff 2 LP ("Zaff 2"), a Cayman Islands exempted limited partnership, announced today that it has acquired ownership of and control over the 70,950,462 common shares of Stonegate (the "Acquired Shares"), representing approximately 16.7% of the issued and outstanding common shares of Stonegate.  Prior to the acquisition, Zaff 2 owned no common shares of Stonegate.  Zaff LP ("Zaff") (together with Zaff 2, the "Zaff Entities"), a joint actor with Zaff 2, owns and controls 84,000,000 common shares.  After giving effect to this acquisition, the Zaff Entities own 154,950,462 common shares, representing 36.6% of the issued and outstanding common shares of Stonegate.  

The Zaff Entities reported that the Acquired Shares were acquired on a private off market basis pursuant to a share purchase agreement dated August 3, 2016, for investment purposes; however, the Zaff Entities may take such actions in respect of its holdings as it deems appropriate in light of the circumstances then existing, including, without limitation, acquisitions or dispositions of common shares, whether in the open market, by privately negotiated agreement or otherwise, or in connection with a strategic transaction with Stonegate.

Early Warning Reports and press releases have been filed on SEDAR by SRC and Zaff 2 with respect to this disposition and acquisition.

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, including the forward looking information relating to the closing of this financing. 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 having a significant shareholder, uncertainty of additional capital and the Company's ability to continue as a going concern, 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]