VANCOUVER, BRITISH COLUMBIA, August
2, 2013 - Pan American Fertilizer Corp. ("PAF") and Golden Fame Resources Corp.
have completed their business combination by way of
a court approved plan of arrangement (the "Plan of Arrangement"). As
a condition to the Plan of Arrangement, Golden Fame
Resources Corp. consolidated its share capital (see below) and
changed its name to Pan American Fertilizer Corp. ("New Pan American"), and it is anticipated that trading on
the TSX Venture Exchange of New Pan American under the trading
symbol PFE will commence effective August 7, 2013.
Transaction Summary
Under the terms of the Plan of
Arrangement, the former PAF securityholders are
entitled to receive 0.3936 common shares, preferred shares and
dilutive securities of New Pan American for each common share,
preferred share and dilutive security of PAF held at 12:01 a.m. on
August 2, 2013. As a result, New Pan American
issued 18,497,975 post-consolidated common shares to the former
common shareholders of PAF, 1,910,121 preferred shares to the
former preferred shareholders of PAF, and also issued dilutive
securities entitling the holders to acquire a total of
approximately 3,308,245 post-consolidated common shares of New Pan
American. The dilutive securities include stock options for the
purchase of 956,842 post-consolidated common shares at prices
ranging from $1.02 to $1.27 per share.
Preferred
Shares
As mentioned above,
New Pan American has issued 1,910,121 preferred shares to the
former preferred shareholders of PAF. The preferred shares are
convertible into the same number of common shares of New Pan
American subject to the satisfaction of five conditions over a
period of eight years. Three of the conditions relate to the
achievement of specified amounts of revenue and two of the
conditions relate to the filing of technical reports establishing
the existence on the Estela Cecilia property of specified amounts
of calcium sulphate dehydrate categorized as "proven mineral
reserves" as defined in National Instrument 43-101.
Consolidation and
Name Change
In conjunction with the completion
of the Plan of Arrangement, Golden Fame Resources Corp. has changed
its name to Pan American Fertilizer Corp. and has completed a
consolidation of the Golden Fame shares, and securities convertible
into Golden Fame Shares, on the basis of one new common share for
every four old common shares.
Board of
Directors and Officers
With the completion of the Plan of
Arrangement, the following individuals are New Pan
American's directors and officers:
-Randolph (Randy) Wright -
Chief Executive Officer and
Director (Chairman)
Mr. Wright has over
25 years of senior management experience within construction and
civil works. Prior to founding Acclaro Corporation, a
multi-discipline, multi-industry engineering consulting company, in
2009, Mr. Wright founded and ran Columbia Power and Columbia Gas
Turbine Systems, which installed and operated power generation
projects in Western Canada and South America and repaired equipment
for the oil and gas industry. He was a
director of Reef Resources Ltd. (TSXV: REE), a company focussed on
the exploration, development and production of oil, natural gas
liquids and natural gas in Canada.
-Jason Birmingham - Director
Mr. Birmingham has 20 years of
industry experience as founder/principal, senior officer, director
or financier of numerous private and public company startups,
engaged in exploration/exploitation of uranium, precious & base
metals, oil & gas, hospitality and, most recently, green
energy. During this time, Mr. Birmingham has been involved with
aspects of management, finance, board and committee activities and
project generation, negotiation and acquisition. Mr. Birmingham is
also a director of Cassius Ventures Ltd., Datinvest International
Ltd., Cerro Mining Corp., Clean Seed Capital Group Ltd., and Fitch
Street Capital Corp.
-Lawrence A. Dick - P.Geo, Ph.D,
Director
Dr. Dick is a
professional geologist with over 35 years' experience in base and
precious metals exploration worldwide. He spent over 20 years
exploring for copper and gold throughout South America and was
involved in major finds at Collahuasi (Chile); Can Can (Chile);
Golden Bear (B.C.); and the San Jose silver deposit in Mexico. Dr.
Dick co-founded General Minerals Corporation (now Sprott Resource
Corporation) and was then co-founder and President of Evolving Gold
Corporation. He currently serves as Chief Geologist and Manager of
the Resource Group for Baron Global Financial Canada Ltd., a Hong
Kong-based merchant bank dedicated to the identification,
acquisition, exploration, and marketing of mining projects
worldwide. Dr. Dick also serves on a number of boards, including
Confederation Minerals Ltd., Magna Resources Ltd., Jayden Resources
Inc., Goldstrike Resources Ltd., and United Silver Corp.
-Brian De Beck - Director
Brian De Beck
was involved with the Retail Wholesale Union as a provincial
representative for several years, and acted as the chairman of the
Union's Pension Plan Board of Trustees from 1998 until his
retirement in 2011. Mr. De Beck received a
Bachelor of Arts degree from the University of British Columbia in
1969.
-Ben Wendland - Director
Mr. Wendland
has been the President of Protec Management Ltd.
Since July 1996. He established the consulting company to provide a
wide spectrum of services in the high-tech industry for small
business and commercial developments. Mr. Wendland has also been
the Chief Executive Officer of Hodder Tugboat Company Ltd. Since
December 2001. Mr. Wendland acquired this forestry-based company
with a partner and was involved in the restructuring of the
company. Mr. Wendland has over 26 years of business experience in a
variety of industries.
He was the former
Executive Vice-President of SFG Technologies Inc., a
software development company, and the former
President of Compucollege School of Business, a private career
training college. Mr. Wendland earned a B.Sc. from the University
of Saskatchewan in 1974 and obtained a Professional Teaching
Certificate in 1975.
-Scott Walters - President
Mr. Walters has over 18 years of
international experience creating, building, and selling successful
businesses in the financial and resource sectors. He has spent the
majority of his career investing in and financing the natural
resource space with a focus on gold, silver, uranium, and
agri-minerals. He is well versed in all types of investment banking
transactions. Mr. Walters has extensive experience managing people
and projects in the resource sector.
-Herrick Lau - Chief Financial Officer
Mr. Lau has over 15
years of experience in corporate finance and public company
management. He is currently Managing Director of Baron Global
Financial Canada Ltd. Mr. Lau previously held similar positions in
Global Maxfin Capital Inc. and Graydon Elliott Capital Corp. He is
currently also the CFO of Jayden Resources Inc. (formerly Pinnacle
Mines Ltd.), the CFO and director of Vida Ventures Ltd.
And Novo Resources Corp., and a director of Kariana
Resources Inc., Gener8 Media Corp., and Cerro Mining Corp. Mr. Lau
obtained his masters degree in Economics from
Simon Fraser University, and he is also a charter holder of the
Chartered Financial Analyst designation.
-Sukhprit Sajan - Vice-President, Finance
Over the course of his career, Mr.
Sajan has been retained in a variety of roles, undertaking a broad
range of fiduciary and financial responsibilities including cash
management and treasury functions, implementation of financial
systems and controls, enhancement of policies and procedures,
financial and management reporting, and team development. Mr Sajan
obtained his Bachelors of Commerce degree from the University of
British Columbia and obtained his Certified General Accountant
(CGA) designation in January of 2006.
Finder's Fee
In
connection with the acquisition of PAF, New
Pan American has paid USC
Commodity Ltd. a finder's fee of $143,500 through the issuance of
1,195,833 post-consolidated common shares at a deemed price of
$0.12 per share.
About Pan American Fertilizer
Corp.
Pan American is engaged in the
business of developing projects in Argentina to supply high quality
agricultural gypsum (di-hydrated calcium sulfate) in Latin America.
It has secured specific mining rights in the Estela Cecilia
Property in Santiago del Estero, Argentina, for 20 years with the
right to enter into an extension for an additional 20 years.
On Behalf of the Board of Directors
of Pan American Fertilizer
"Jason
Birmingham"
Jason Birmingham
Director
FOR MORE INFORMATION, PLEASE
CONTACT:
Jason Birmingham
604-688-9588 or ir@PAFertilizer.com
Forward-looking
information
Some statements in this news release
contain forward-looking information (within the meaning of Canadian
securities legislation), including without limitation, the
statement as to the date on which the commencement of trading of
New Pan American on the TSX Venture Exchange is expected to occur.
Such statements address future events and conditions and, as such,
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements to
be materially different from any future results, performance or
achievements expressed or implied by the statements.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION
SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE
TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR
ACCURACY OF THIS RELEASE.
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