Pan American Fertilizer and Golden Fame Resources Sign Amended and Restated Arrangement Agreement
June 7, 2013 (The Newswire) — 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,
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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, On Behalf of the Board of Directors,
GOLDEN FAME RESOURCES CORP. PAN AMERICAN FERTILIZER CORP.
“Jason Birmingham” “Randy Wright”
Jason Birmingham Randy Wright
Interim Chief Executive Officer 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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