Vancouver, British Columbia, May 21, 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 the definitive agreement (the "Arrangement Agreement") regarding the proposed business combination announced in their joint news release dated April 24, 2013.
Golden Fame, whose common shares are listed on the TSX Venture Exchange, is a mining and exploration company with a focus on acquiring and developing historically productive mineral properties. Pan American, whose common shares are listed on the Canadian National Stock Exchange, is a Canadian company focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "agricultural gypsum"). When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulphate dihydrate which is extremely rich in sulphur and calcium. When dissolved in water, the mineral becomes calcium and sulphate sulphur ions, both of which are required nutrients for plants. Calcium sulphate plays a vital role in establishing and maintaining good chemical balance in soil, water and plants, specifically with healthy root development. Ultimately, calcium sulphate increases overall crop quality and yields.
The Arrangement Agreement provides, in part, that immediately prior to the closing of the business combination, the shares of Golden Fame will be consolidated on the basis of one new share for every four shares currently outstanding. At the closing, the common shareholders of Pan American will receive 18,500,000 common shares of Golden Fame on a pro-rata basis in exchange for all of the issued and outstanding common shares of Pan American. In addition, the 4,852,950 currently outstanding preferred shares of Pan American will be exchanged for 1,925,774 new preferred shares of Golden Fame having the same conversion criteria currently applicable. All outstanding dilutive securities of Pan American will be exchanged for new dilutive securities of Golden Fame on the same economic terms as currently applicable and having been consolidated on the same ratio (1:2.52) applicable to the exchange of the common and preferred shares of Pan American, entitling the holders to acquire a total of approximately 3,253,183 common shares of Golden Fame. The Arrangement Agreement also provides that upon completion of the business combination, the board of directors will consist of Golden Fame's current three directors plus two directors to be nominated by Pan American.
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,On Behalf of the Board of Directors,
GOLDEN FAME RESOURCES CORP. PAN AMERICAN FERTILIZER CORP.
"Jason Birmingham" "Randy Wright"
Jason BirminghamRandy Wright
Interim Chief Executive OfficerChief Executive Officer
Forward-looking information
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.
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.