Stonegate Agricom announces extension of expiry date for certain outstanding warrants

TSX: ST and ST.WT

TORONTO, May 30, 2012 /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, as supplemented by the first supplemental indenture dated June 1, 2010, to extend the expiry date of the common share purchase warrants of the Company (the "2008 Warrants") issued thereunder from August 18, 2012 to August 18, 2013, 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, 2012 to June 15, 2013 (together, the "Amendments").  No other amendments to the 2008 Warrants or the 2009 Warrants will be made by the Company.

As of May 11, 2012, there were 11,713,972 of the 2008 Warrants and 837,500 of the 2009 Warrants issued and outstanding. 9,037,569 (77%) 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") of the Company at an exercise price of $0.75 per Common Share until August 18, 2012.  The 2009 Warrants are currently exercisable for Common Shares at an exercise price of $0.75 per Common Share until June 15, 2012.  On May 11, 2012, there were 144,370,909 Common Shares issued and outstanding.  If all of the outstanding Warrants were exercised on May 11, 2012, the Common Shares issuable thereunder would represent approximately 8.7% of the issued and outstanding Common Shares on a non-diluted basis.

The 2008 Warrants are held directly or indirectly by insiders and, as a result, the TSX requires that shareholder approval to amend the 2008 Warrants be obtained pursuant to subsection 608(b) of the TSX 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) in order to give effect to the Amendments.  The Amendments will take effect as of June 6, 2012.

About Stonegate Agricom

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 Paris Hills Phosphate Project located in Idaho and the Mantaro Phosphate Project located in Peru. Stonegate is confident that the two deposits have sufficient size and grade 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: risks relating to assumptions used in preparation of the 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 a 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 and Mantaro 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, risks relating to the retention of the Paris Hills project, expiration of leases and permits for the Paris Hills Project, political and economic risk in Peru, risks relating to the retention of the Mantaro 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 reserves and 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.

SOURCE Stonegate Agricom Ltd