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Panorama Resources (PRA) RSS Feed

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Created
01/31/11
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Panorama Resources Ltd (Soon to merge with Ethiopian Potash Corp)

 Will become FED

Listing Mar 2nd

http://ethiopianpotash.com/EP_Presentation.pdf

Friday, 28 Jan 2011 01:24pm EST
Panorama Resources Ltd. announced the terms of Ethiopian Potash Corp.'s (EPC) private placement of subscription receipts, to be completed prior to and as a condition to the completion of the proposed amalgamation of Panorama and EPC, as previously announced in the Company's press release dated October 26, 2010. The Company has set February 25, 2011 as the date of its special meeting of shareholders to consider the Amalgamation and related transactions. EPC has entered into an engagement letter with BayFront Capital Partners Inc. pursuant to which EPC proposes to complete a brokered private placement of subscription receipts of EPC for gross proceeds of up to $11 million to EPC. Each subscription receipt being offered at a price of $0.50 will be convertible into one unit of EPC (EPC Unit). The EPC Private Placement is expected to be completed next week, and in any event, prior to and as a condition to the completion of the Amalgamation. Gross proceeds from the EPC Private Placement will be deposited with and held in escrow by the subscription receipt agent until the satisfaction of certain release conditions, including the receipt of all regulatory approvals required to complete the Amalgamation. The net proceeds of the EPC Private Placement will be used to meet expenditure requirements of the resulting issuer post-Amalgamation, as will be described in the management information circular of the Company that will be sent to shareholders in the coming weeks.

Tuesday, 26 Oct 2010 11:27am EDT
Panorama Resources Ltd. announced that it has entered into a letter agreement dated October 20, 2010 with Ethiopian Potash Corp. and G and B Central African Resources Ltd. respecting the fundamental terms of the proposed amalgamation of Panorama and EPC, pursuant to which all of the issued and outstanding common shares of EPC will be exchanged for common shares of Panorama on the basis of one Panorama Share for each EPC Share. Stock options and other securities convertible into common shares of EPC will be exchanged for stock options or other securities convertible into common shares of Panorama on the same ratio as the exchange of EPC Shares for Panorama Shares. Panorama will be the surviving entity upon the Amalgamation. The Amalgamation is intended to result in a reverse takeover of Panorama by EPC and its shareholders within the meaning of the policies of the TSX Venture Exchange. Upon completion of the Amalgamation, Panorama will continue to carry on the business of EPC. All parties to the Letter Agreement are arm's length to each other and the Amalgamation is an arm's length transaction. Prior and as a condition to the completion of the Amalgamation, EPC will complete a private placement of subscription receipts for minimum gross proceeds of $5 million. Each subscription receipt will be convertible into one EPC Share immediately prior to the completion of the Amalgamation which will then be exchanged for one Panorama Share on closing of the Amalgamation.

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