Pan American Fertilizer and Golden Fame Resources Sign Amended and Restated Arrangement Agreement
June 07 2013 - 10:46AM
Access Wire
Vancouver, B.C., June 7, 2013 - Golden Fame Resources Corp.
(TSXV: GFA; Frankfurt: 6GF)("Golden Fame") and Pan American
Fertilizer Corp. (CNSX: PAF)("Pan American") are pleased to
announce that they have signed an amended and restated arrangement
agreement dated June 4, 2012 (the "Amended and Restated Arrangement
Agreement") to amend certain terms of the previously announced
arrangement agreement between the parties dated May 21, 2013 (the
"Arrangement Agreement") whereby Golden Fame agreed to acquire all
of the issued and outstanding securities of Pan American pursuant
to a plan of arrangement (the "Arrangement") under the Business
Corporations Act (British Columbia) all as further described in
their joint press releases of April 24, 2013 and May 21, 2013.
Pursuant to the previously announced terms of the Arrangement
Agreement, Pan American securityholders were to receive 0.3962 (the
"Exchange Ratio) common shares, preferred shares and dilutive
securities of Golden Fame for each common share, preferred share
and dilutive security of Pan American held at the effective time of
the Arrangement.
Under the terms of the Amended and Restated Arrangement
Agreement, the consideration payable to Pan American
securityholders has been adjusted by decreasing the Exchange Ratio
to 0.3936. As a result, Pan American common shareholders will
receive approximately 18,500,000 common shares of Golden Fame,
approximately 1,910,121 preferred shares of Golden Fame and
dilutive securities of Golden Fame entitling the holders to acquire
a total of approximately 3,227,567 common shares of Golden
Fame.
The mailing of a joint information circular to the respective
shareholders of Golden Fame and Pan American regarding the meetings
of such shareholders is expected to occur on or about June 11,
2013, with the respective shareholders meetings to occur on or
about July 11, 2013 and closing of the Arrangement is expected to
occur by the end of July, 2013, provided that all shareholder,
Court and regulatory approvals are obtained.
Complete details of the terms of the Amended and Restated
Arrangement Agreement will be filed by each of Golden Fame and Pan
American on SEDAR.
For further information about Golden Fame Resources and this
news release, contact Jason Birmingham, Interim Chief Executive
Officer, at 778 331 2022 and visit www.goldenfameresources.com.
For further information about Pan American Fertilizer Corp and
this news release, contact Herrick Lau, Chief Financial Officer, at
604 688 9588 and visit www.pafertilizer.com.
On Behalf of the Board of Directors,
GOLDEN FAME RESOURCES CORP.
"Jason Birmingham"
Jason Birmingham
Interim Chief Executive Officer
PAN AMERICAN FERTILIZER CORP.
"Randy Wright"
Chief Executive Officer
Neither the Canadian National Stock Exchange, 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.
Forward Looking Statements
Some statements in this news release contain forward-looking
information (within the meaning of Canadian securities legislation)
including, without limitation, statements as to actions that will
be taken upon completion of the business combination of Golden Fame
and Pan American. These 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. Such factors include, without limitation, the
satisfaction of the conditions required to complete the business
combination and, ultimately, the completion of the business
combination.
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