Stonegate Agricom Announces Extension of Expiry Date for Certain Outstanding Warrants

TORONTO, June 2, 2011 /CNW/ --
TSX: ST and ST.WT

TORONTO, June 2, 2011 /CNW/ - Stonegate Agricom Ltd. (the 'Company')
(TSX: ST) today announced that it has (i) amended the warrant indenture
dated as of April 28, 2010 between the Company and Equity Financial
Trust Company to extend the expiry date of the common share purchase
warrants of the Company (the '2008 Warrants') issued thereunder from August 18, 2011 to August 18, 2012, and (ii)
amended the terms of the common share purchase warrants of the Company
(the '2009 Warrants' and together with the 2008 Warrants, the 'Warrants') issued on June 15, 2009 to extend the expiry date thereof from June
15, 2011 to June 15, 2012 (together, the 'Amendments').  No other amendments to the 2008 Warrants or the 2009 Warrants will
be made by the Company.

As of May 27, 2011, there were 11,897,710 of the 2008 Warrants and
837,500 of the 2009 Warrants issued and outstanding of which 9,051,406
(76%) of the 2008 Warrants are held by insiders of the Company,
representing approximately 6.3% of the issued and outstanding Common
Shares on a non-diluted basis, and none of the 2009 Warrants are held
by insiders of the Company. The 2008 Warrants are currently exercisable
for common shares ('Common Shares') at an exercise price of $0.75 per share until August 18, 2011.  The
2009 Warrants are currently exercisable for Common Shares at an
exercise price of $0.75 per share until June 15, 2011.  On May 27,
2011, there were 142,929,390 Common Shares issued and outstanding.  If
all of the outstanding Warrants were exercised on May 27, 2011, the
Common Shares issuable thereunder would represent approximately 8.9% of
the issued and outstanding Common Shares on a non-diluted basis.

The exercise price of the Warrants was less than the five-day weighted
average trading price of the Common Shares on the TSX ending May 27,
2011 of $1.22 and, as a result, the TSX requires that shareholder
approval be obtained pursuant to subsection 608(a) of the Toronto Stock
Exchange Company Manual.  Pursuant to the applicable rules of the TSX,
the Company obtained the consent of holders of more than 50% of its
Common Shares (excluding those Common Shares held by holders of 2008
Warrants or 2009 Warrants, as applicable) in order to give effect to
the Amendments.  The Amendments will take effect as of June 15, 2011.

About Stonegate

Stonegate Agricom, which is actively engaged in acquiring and developing
agricultural nutrient projects, is currently focused on the development
of two potentially world-class, long-life phosphate deposits, the
Mantaro Phosphate Project located in Peru and the Paris Hills Phosphate
Project located in Idaho. Stonegate is confident that the two deposits
have sufficient size and grade and are in the right locations to become
strategic, cost-effective sources of phosphate supply for major
fertilizer producers. The Company intends to continue definition and
exploration drilling to confirm and expand estimates of NI 43-101
compliant mineral resources in the deposits and then complete
feasibility studies leading to a decision to proceed with extracting
and processing the phosphate. More information is available at www.stonegateagricom.com.

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 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 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.

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