Stonegate Announces Exercise of Over-Allotment Option in Connection with Secondary Offering

TORONTO, ONTARIO--(Marketwire - April 6, 2011) -

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.

Stonegate Agricom Ltd. ("Company" or "Stonegate") (TSX:ST) today announced that the underwriters of the $43,750,000 secondary offering of common shares of the Company have exercised their over-allotment option in full, resulting in the sale by Sprott Resource Corp. ("Sprott") of an additional 3,750,000 common shares at a price of $1.75 per share for additional aggregate gross proceeds to Sprott of $6,562,500. The Company did not receive any of the proceeds from the secondary offering, including the exercise of the over-allotment option.

Sprott currently holds 46,912,000 common shares of the Company, representing an approximate 33% interest in the Company on an undiluted basis (approximately 28% on a fully-diluted basis).

The offering was completed by a syndicate of underwriters led by GMP Securities L.P., and including BMO Capital Markets Inc., Scotia Capital Inc., Canaccord Genuity Corp., Cormark Securities Inc., Mackie Research Capital Corporation, National Bank Financial Inc., Stonecap Securities Inc., Northern Securities Inc. and Octagon Capital Corporation. 

This press release does not constitute an offer to sell or an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. These securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.

About Stonegate

Stonegate, 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 conduct definition and exploration drilling to confirm and expand estimates of NI 43-101 compliant mineral resources and reserves 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.