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Great article on $PAF via the Financial Post.
Pan American Fertilizer Plans Its Medical Marijuana Strategy
It’s a one-two punch at Pan America Fertilizer, a small TSX-Venture listed company whose business is in “providing fertilizer to growing global markets specifically in South and Central America.”
On Friday, the company that has a market cap of $6-million announced an expansion of its operation to Uruguay while maintaining its base in Argentina. Establishing operations in Uruguay will, it said, ensure that it’s “on track to grow its market share, as fertilizer providers, within the agricultural industry of South America.” Uruguay was chosen to allow the company to capitalize on that country’s agricultural market as well as allow for “diversity’ in the types of products on which its fertilizer can be used.”
On Tuesday Pan American announced the second shoe: an intention to raise $500,000 by way of a non-brokered private placement. It’s understood Pan American limited the amount it wants to raise because of its desire to maintain a tight capital structure. In time the hope would be to raise additional capital – but at higher prices.
The cash raised from its current offering, will be used, in part, to expand into Uruguay, a county that has also received an investment from Dundee Agricultural Corp., a unit of Dundee Corp.
DAC has made a strategic investment in privately held Union Group International Holdings that was founded by Juan Sartori, a Uruguayan entrepreneur, who has expanded into real estate and mining from his original agriculture base.
So what are the plans?
In short, Pan American plans to get into the medical marijuana business. Indeed Uruguay will be the testing ground for the company’s existing products as well as developing new blends for medical marijuana and other crops. But Pan America has no plans to get into the production and distribution of medical marijuana – a business that becomes legal next month — in Uruguay. (In April, producing medical marijuana under a government licence also gets underway in Canada. At least one of those companies, Tweed Inc., will be public.)
According to a source familiar with Pan American’s plans, the company is not looking to grow marijuana to sell to the market. Rather it is planning a long-term study of its products with a view to increasing the yield of marijuana and other important high value crops.
Pan American will move into that industry by working with scientists on the development of an outdoor marijuana grow-op testing centre that will use its fertilizer and/or additives. The aim is to use its products to produce higher quality medical marijuana or other crops.
Accordingly, Pan American argues that the best way to make a return for its investors in the medical marijuana market, is not through growing the stuff – but to help those who have that goal by supplying them the best and most productive set of raw materials.
And Pan American may seek joint venture partners to help finance the purchase of operating assets – and avoid dilution of its existing shareholders. If the government of Uruguay allows widespread commercial production of marijuana, in the next few years, then Pan American may be in a good position to develop its base.
Certainly the market has taken notice of the company. According to Bloomberg, recent trading has jumped to many times the daily normal while the share price has also risen. It closed Tuesday at $0.175 – or about four times the level of one month back.
SOURCE: http://business.financialpost.com/2014/03/18/pan-american-plans-its-medical-marijuana-strategy/
Golden Fame Resources and Pan American Fertilizer Sign Definitive Agreement
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.
For more: http://bit.ly/13IB1A0
Pan American Fertilizer (CNSX: PAF) appoints new President
VANCOUVER, BRITISH COLUMBIA, April 22, 2013 – Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) announced today that it has appointed Mr. Scott Walters as President of the Company, effective immediately. Randy Wright will remain Chairman of the Board and Chief Executive Officer.
On his appointment, Scott Walters stated, “I look forward to working with Randy and our team on growing revenue through continued sales growth and expanding distribution to our rapidly developing customer base in South America. We will continue our focus of delivering key agricultural products and leveraging our team’s operational expertise with the goal of providing shareholders increased value and profitability.”
A financial executive, with over eighteen years international experience; creating, building and selling successful businesses in the financial and resource sector, Scott Walters 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 and over the last few years primarily focused on public and private equity and debt offerings; exclusive sale assignments, strategic advisory assignments, RTO’s and IPO’s. Investment targets have been in the Americas, Europe, Central Asia, Australasia and several African nations. Previously Managing Partner and Founder of several successful companies, Scott has extensive experience managing people and projects in the resource sector.
"I am delighted to welcome Scott Walters to the Pan American team, and am pleased he will be undertaking the role of President,” said Randy Wright, Chairman and CEO of the Company. “Scott has been an active strategic advisor in the agri-consulting sector for many years and our Company can only benefit from his insight and expertise. I am confident that under his strategic guidance and leadership, Pan American will continue to grow its market share and is on the right path to becoming a major player in the fertilizer and industrial mineral market.”
Pan American Fertilizer (CNSX: PAF) New Director and Officer Appointments
Source: http://bit.ly/100fZMI
VANCOUVER, BRITISH COLUMBIA, March 20, 2013 - Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) today announced that it has appointed two new Directors to its Board, and appointed one new Officer of the company.
"I am delighted to welcome Ignacio Randle and Greg Reimer to Pan American’s Board of Directors, and am pleased to announce the Officer appointment of Sukhprit Sajan as Vice President - Finance,” said Randy Wright, Chairman, President and CEO of the Company. “As we continue to grow and expand our market share, our company will benefit from their depth of knowledge and diversity in experience.”
Ignacio J Randle is a partner at the law firm Estudio Randle in Buenos Aires, Argentina, advising domestic and foreign clients in international business transactions, transnational investment, and M&A’s with emphasis in energy and natural resources projects. He is recognized throughout the world, as a leader in his field and his practice covers mining exploration, development and production; including title review, due diligence of permit, engineering, construction, operation, option, lease, royalty and purchase and joint-venture agreements, as well as mining-related compliance, litigation, tax, regulatory, private and public financing, employment, corporate, community and environmental health and safety matters. He received his law degree from the Catholic University of Argentina in 1986 and his Master in Laws (LLM) degree from the University of Chicago Law School in 1990. He practiced as a foreign attorney with Baker & Botts in Houston, Texas and Washington, DC, and with McDermott, Will & Emery in Chicago, Illinois. He has served as a Board Member for Oroplata S.A. (Goldcorp.) - June 2011 - December 2011; currently serves as Alternative board of director member of Goldcorp Exploraciones de Argentina S.A. - January 2012 to present; and serves as Trustee, Rocky Mountain Mineral Law Foundation - 2011 to Present.
Gregory (Greg) Reimer served 26 years in the BC Public Service prior to being appointed Executive Vice-President of BC Hydro's Transmission & Distribution business group in June 2010. Mr. Reimer has extensive operational experience and demonstrated strong leadership. He is responsible for overseeing significant capital infrastructure initiatives that involve the expansion, upgrading and maintenance of the province's transmission and distribution systems. A Certified General Accountant by profession, Mr. Reimer held senior leadership positions in the public sector, including Deputy Minister of Provincial Revenue and, most recently, Deputy Minister of Energy, Mines and Petroleum Resources. In this role, he led the development of the 2007 BC Energy Plan and the 2010 Clean Energy Act.
Sukhprit Sajan, CGA, has several years experience working in rapidly growing companies, and has conducted business throughout North and Central America, the Caribbean, United Kingdom and Europe.
Over the course of his career Sukhprit 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.
Pan American Board members are appointed, or re-elected, on an annual basis. At the recently held Annual General Meeting (AGM); Mr. Ignacio Randle, Mr. Greg Reimer, Mr. Ben Wendland, Mr. Kurt Loewen and Mr. Randy Wright were appointed to the Pan American Board of Directors.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to growing global markets specifically in South and Central America. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”) currently in Argentina. To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets and by expanding its markets to neighbouring countries with Argentina.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulphate 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. For more information please look at our website www.PAFertilzer.com
Pan American Fertilizer (CNSX: PAF) Chairman Letter: Re-cap 2012, a look at 2013.
VANCOUVER, BRITISH COLUMBIA, February 15, 2013 - Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) releases the following Corporate Update to its shareholders, from the Chairman; Randy Wright.
Source: http://bit.ly/VmbS0n
Dear Shareholder,
It gives me great pleasure to be able to provide you with an update on the progress and developments of Pan American Fertilizer Corp. Since our establishment in May 2012, we have made significant progress on our Santiago Del Estero Agricultural Gypsum project and I am pleased to confirm that the Company has successfully met the milestones that were established for 2012.
Highlights for 2012 include:
Official Mining Certificate obtained;
Successful testing of our extraction process;
Execution of 24 hour extraction cycle;
Agreement established with nation-wide distribution company (Mamasu);
Successful execution of end-to-end sales cycle;
12,000 tonnes of Calcium Sulphate (granular and powder) extracted; and
USD$490,000.00 received in revenue (from actual sales completed during our testing phase).
These achievements are significant as 2012 was a testing, building and development year for us. In 2013 our focus shifts to the following areas; growing our sales channels, increasing our extraction capacity and expanding distribution into other countries. It is our expectation that we will experience continuous organic growth this year, and our confidence in meeting our expectations is demonstrated in the milestones we have set for 2013.
Primary Milestone (2013):
Sales of 100,000 tonnes
Late last year, Pan American disclosed that the Company had successfully closed a purchase order with Paraguayan company; Agro Industrial (“Agro”), for up to 48,000 tonnes (announced Nov 16, 2012), at a price of US$97.81 per tonne, to be executed and delivered in 2013. We are pleased to announce that the Company has met, and continues to meet, the delivery milestones under this agreement.
In addition to the sales to Agro, we will continue to distribute our high quality product throughout Argentina, via our Mamasu distributor (per the arrangement with Mamasu announced July 30, 2012). We are pleased to report that through this arrangement, we have shipped approximately 10,000 tonnes.
As we continue to mature, and in alignment with our core business model of increasing cash-flow by extracting and selling fertilizer related products, once primary growth milestones are reached, it is the Company’s medium to long term intended goal, that subject to legal and contractual restrictions, we will be able to declare a dividend to shareholders.
Actual declared dividends are subject to the discretion of the Company’s Board of Directors and may vary from the intentions stated depending on, among other things, the Company’s earnings, financial requirements and other conditions existing at such future time.
Our strategy remains based on the simple principal of supplying the highest quality product available to a continually growing, robust market. As we move forward and meet both our extraction and sales milestones, our anticipated revenue stream will allow us to also pursue value added transactions with local Argentinean and international partners. We will continue to remain open to new opportunities that will leverage our current position and enable us to meet our long-term vision of becoming a major global fertilizer supplier.
Your Board of Directors and management team remain dedicated to increasing shareholder value, and we continue to be motivated by the prospects of the Company. I would like to personally thank each of you, and will work to ensure your trust is maintained as Pan American grows.
Sincerely,
Randy Wright
Chairman, President and CEO
News Release: Pan American Fertilizer Corp. (CNSX: PAF) Announces Closing Of Non-Brokered Private Placement
VANCOUVER, BRITISH COLUMBIA, January 31, 2013 - Pan American Fertilizer Corp. (CNSX: PAF) (“Pan American” or the "Company") announces that it has closed a portion of the non-brokered private placement (the “Offering”) as previously announced on October 24, 2012 and issued 240,000 units (“Units”) at a price of $0.25 per Unit for gross proceeds of $60,000. Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.40 per Share at any time until January 31, 2018.
In connection with the Offering, the Company has paid Jordan Capital Market Inc. (the “Finder”) a cash commission in the amount of $4,800, being 8% of the aggregate proceeds from the sale of Units to purchasers introduced by the Finder. The Company has also issued non-transferrable Warrants to the Finder to acquire up to 19,200 Shares, being 8% of the number of Units sold under the Offering to purchasers introduced by the Finder, exercisable at $0.40 per Share until January 31, 2018.
The net proceeds from the Offering are to be used for working capital purposes. All securities issued in connection with the Offering are subject to a four month statutory hold period expiring on June 1, 2013.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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.
On behalf of the board of directors of Pan American Fertilizer Corp.
“Randy Wright”
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Arwen Reynolds
areynolds@pafertilizer.com
(604) 638-3480
Pan American Fertilizer (CNSX: PAF) Completion of Shares for Debt Settlement
Source: http://bit.ly/TFLkTV
VANCOUVER, BRITISH COLUMBIA, December 4, 2012 - Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) announces that it has entered into a debt settlement agreement on November 30, 2012 (the “Debt Settlement Agreement”) with Randy Wright (“Wright”), the CEO and President of the Company, pursuant to which the Company settled $500,000 of debt owed to Wright by the issuance of 2,000,000 common shares of the Company at a deemed price of $0.25 per share. In addition, the Company has entered into a loan agreement (the “Loan Agreement”) with Wright to extend the term of a loan provided by Wright in the amount of $341,219 for 24 months, payable on December 1, 2014. The Company determined to satisfy its outstanding indebtedness with shares and extension of terms in order to preserve its cash for operations.
The foregoing transactions are “related party transactions”, as such term is defined under Multi-Lateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Pursuant to section 5.5(b) of MI 61-101, the Company is not required to obtain a formal valuation in connection with the transactions as the Company’s common shares are listed for trading on the Canadian National Stock Exchange and none of the Company’s securities are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada. Pursuant to section 5.7(a) of MI 61-101, the Company is not required to obtain minority shareholder approval of the transactions as the fair market value of the transactions does not exceed 25% of the Company’s “market capitalization”, as such term is defined under MI 61-101, based on the following:
The aggregate fair market value of the Loan Agreement and the Debt Settlement Agreement is $841,219; and
The current “market capitalization” of the Company, as at October 31, 2012, was $9,441,772, as determined in accordance with section 1.3 of the Ontario Securities Commission Rule 62-504.
The common shares issued to Wright are subject to a hold period in British Columbia expiring on March 31, 2014.
Wright, a director of the Company, declared his interest in the Loan Agreement and the Debt Settlement Agreement to the board of directors of the Company and abstained from voting with respect to the approval of the Loan Agreement and the Debt Settlement Agreement. Upon completion of the transactions, Wright will own 8,262,705 common shares of the Company representing 18.71% of the total number of issued and outstanding common shares of the Company as at the date of this news release.
Pan American Fertilizer Corp. (CNSX: PAF) Announces Closing Of 1st Tranche Private Placement
Source: http://bit.ly/SsmhlR
VANCOUVER, BRITISH COLUMBIA, December 3, 2012 - Pan American Fertilizer Corp. (CNSX: PAF) (“Pan American” or the "Company") announces that it has closed the first tranche of a previously announced brokered private placement (the “Offering”) and issued 2,100,000 units (“Units”) at a price of $0.25 per Unit for gross proceeds of $525,000. Each Unit consists of one common share of the Company (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share at a price of $0.40 per Share at any time until November 30, 2017.
In connection with the Offering, the Company has paid Jordan Capital Markets Inc. a cash commission of $42,000 and issued 168,000 non-transferable agent warrants exercisable at $0.40 per share until November 30, 2017.
The net proceeds from the Offering are to be used for working capital purposes. All securities issued in connection with the Offering are subject to a four month statutory hold period expiring on March 31, 2013.
The Company also announces that Mr. Tariq Malik has resigned as Executive Vice-President and Chief Operating Officer effective November 30, 2012.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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.
On behalf of the board of directors of Pan American Fertilizer Corp.
“Randy Wright”
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Arwen Reynolds
areynolds@pafertilizer.com
(604)638-3480
Pan American Fertilizer (CNSX: PAF) Chairman Letter to Shareholders
Source: http://bit.ly/TejPON
VANCOUVER, BRITISH COLUMBIA, November 22nd, 2012 - Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) reports releases the following letter to its shareholders from its Chairman, Randy Wright.
Dear Shareholder,
Pan American recently announced the termination of our previously announced merger with Pacific Potash. Unfavorable market conditions were the key factor in the board’s decision to not move forward with the merger. The Company remains ideally positioned to take advantage of our rapidly increasing extraction rate at our Santiago Del Estero, Argentina site, as well as the steady increase in both local and international demand for our high quality product.
Our strategy remains based on the simple principal of supplying the highest quality product available to a continually growing robust market. As we move forward and meet both our extraction and sales milestones, our revenue stream will allow us to also pursue value added transactions with local Argentinean and international partners while avoiding significant share dilution. We will continue to remain open to new opportunities that will leverage our proven asset and position us to meet our long term vision of becoming a major global fertilizer supplier.
Your Board of Directors and management team remain dedicated to increasing shareholder value, and we continue to be motivated by the prospects of the Company. I would like to personally thank each of you, and will work to ensure your trust is maintained as Pan American grows.
Sincerely,
“Randy Wright”
Randy Wright
Chairman, President and CEO
Pan American Fertilizer Corp. (CNSX: PAF) Director Resigns
November 2, 2012
VANCOUVER, BRITISH COLUMBIA, November 2, 2012 - Pan American Fertilizer Corp. (CNSX: PAF) (“Pan American” or the "Company") announces that Mr. Tariq Malik has resigned as Director effective October 31, 2012. The Company expresses its appreciation to Mr. Malik and thanks him for his invaluable contributions over his tenure.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
Pan American Fertilizer (CNSX: PAF) Confirms a Sale Price of $97.81 USD/ per tonne for the previously announced sales LOI with Paraguay
(via Thenewswire.ca)
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA, October 24, 2012 - Pan American Fertilizer Corp., (CNSX: PAF) ("Pan American" or the "Company") is pleased to announce that it has confirmed a sales price of $97.81 USD / per tonne as per the terms of our previously announced ( October 17th, 2012) non-binding letter of intent (the "LOI") with Agro Industrial Campos Nuevos ("Agro Industrial"). Under the terms of the LOI, Pan American will sell Agro Industrial between 30,000 and 50,000 tonnes of calcium sulphate (agricultural gypsum) over a 12 month period at an agreed sales price of $97.81USD / per tonne.
"The establishment of such a strong sales price connected to a large potential sale contract is great news for Pan American and its shareholders. It allows us to further quantify the value of our Argentinean calcium sulphate assets, while also proving that our product will command a premium price in the massive domestic and international market for our product." reported Randy Wright, President and CEO of Pan American.
Repricing of Concurrent Financing
The Company also announces that further to the Company's press release dated September 21, 2012, the terms of the concurrent financing (the "Concurrent Financing") to be completed in connection with a statutory plan of arrangement with Pacific Potash Corporation (the "Transaction") have been revised.
The Concurrent Financing will be completed by way of a private placement of units (each a "Unit") and subscription receipts (each a "Subscription Receipt") at a price of $0.25 per Unit or Subscription Receipt, as applicable, for total aggregate minimum gross proceeds of $2,000,000 and maximum aggregate gross proceeds of $5,000,000. Each Subscription Receipt will be deemed to be exchanged upon certain release conditions being met, without payment of any additional consideration, for one Unit. Each Unit will be comprised of one common share of Pan American (each a "Share") and one common share purchase warrant of Pan American (each a "Warrant"). Each Warrant will entitle the holder to purchase one Share at a price of $0.40 for a period of five years from the closing of the Concurrent Financing. The Company currently intends to list the Warrants for trading on the TSX Venture Exchange. There can be no assurance that such listing will be completed.
The Company has entered into an engagement letter with Jordan Capital Markets Inc. (the "Agent") to act as agent on a commercially reasonable efforts basis, in connection with the offering of a portion of the Concurrent Financing by way of a brokered private placement of Units for minimum gross proceeds of $500,000 and maximum gross proceeds of $1,000,000 (the "Brokered Offering").
The Agent will receive a commission payable in cash, equal to 7% of the gross proceeds of the Units sold pursuant to the Brokered Offering. The Company has also agreed to issue broker warrants ("Broker Warrants") equal to 7% of the Brokered Offering and to pay $15,000 (plus HST) as a corporate finance fee. Each Broker Warrant shall be exercisable for one Share at a price of $0.40 at any time up to 60 months after closing. In addition, the Company will pay the Agent's reasonable expenses in connection with the Brokered Offering.
The securities to be issued in the Concurrent Financing will be exempt from the prospectus and registration requirements of applicable securities laws in Canada. All such securities will be subject to a hold period of four months and one day from the date of closing.
In connection with the Concurrent Financing and the Transaction, Pan American may pay finder's fees in cash, securities or a combination of both, up to the maximum amount permitted by the TSXV or CNSX, as applicable.
Pan American intends to use the proceeds of the Concurrent Financing to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer
Pan American Fertilizer (CNSX: PAF) confirms high extraction rate of 39 tonnes of calcium sulphate per hour
Source: http://bit.ly/Qt0WFK
VANCOUVER, BRITISH COLUMBIA, October 17, 2012 – Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) is pleased to announce it has recently confirmed an hourly extraction rate of 39 tonnes per hour of calcium sulphate (agricultural gypsum) at its Santiago Del Estero, Argentina site.
“Our ability to extract our product at this impressive rate is a key milestone for Pan American and is part of our ongoing efforts to maximize the extraction capacity with our existing equipment configuration. This confirmed extraction rate, combined with our previously announced (June 21, 2012) execution of a test run of 24-hour operation extraction cycle, provides us with valuable information for current extraction capacity, add any additional pieces of equipment and duplicate the extraction methods on other parts of our property and new properties being acquired.” reported Randy Wright President and CEO of Pan American.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to growing global markets specifically in South and Central America. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”) currently in Argentina. To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets and by expanding its markets to neighbouring countries with Argentina.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
On behalf of the board of directors of Pan American Fertilizer Corp.
“Randy Wright”
Randy Wright
President and CEO
Pan American Fertilizer Corp. (CNSX: PAF) Provides An Update On Its Merger Partner, Pacific Potash Corporation
Source: http://bit.ly/TmnWH9
VANCOUVER, BRITISH COLUMBIA, October 12th, 2012 - Pan American Fertilizer Corp. (CNSX:PAF) (“Pan American” or the “Company”) is pleased to provide an update on Pacific Potash Corporation’s Brazilian operations located in the Amazonas basin. The Company and Pacific Potash Corporation (“Pacific Potash”) have signed an Arrangement Agreement in respect of a proposed business combination of the two companies, details of which are set out in the Company's news release dated September 21, 2012.
Representatives from Pacific Potash traveled to the property in late August and conducted a site visit, property tour and compiled historic and new information on the property and surrounding basin from various government and private sources. All information was compiled and analyzed extensively by Pacific Potash officials, management and Qualified Person(s) as defined by NI 43-101.
Pacific Potash used four basic criteria to review and prioritize its extensive land package:
Environmentally sensitive areas, natural reservation and indigenous land;
Accessibility (including logistically challenged areas, flooded ground, etc…)
Geomorphology
Geological potential
Based upon this review and prioritization, Pacific Potash has reduced its claims in the Amazonas Basin from 1,474,208 hectares to 805,834 hectares. A map outlining the updated property outline may be found at the bottom of the news release. The reduction in the size of the property is expected to focus Pacific Potash’s exploration efforts on the areas with the highest geologic potential, and significantly reduce the annual government taxes/fees required to maintain the property in good standing. Pacific Potash has also commenced an NI 43-101 qualifying report on the Amazonas Potash Property (“Property”). Pacific Potash is also investigating potential commercial offers form local and international strategic partners to earn an interest on a portion of the Property.
Dean Pekeski, P.Geo and Director of Pacific Potash stated “Our review, prioritization, and reduction in size of the Amazonas Property has allowed us to define three target areas. These areas will be further studied and prioritized, and we will develop appropriate potash exploration programs accordingly. The reduction in the size of the block will save Pacific Potash significant amounts of government fees. We can now direct these funds to our exploration program. Our goal remains to identify significant potash resources within our updated claim block.”
Randy Wright of Pan American commented “The new tenement package, the large amount of work being conducted by other Potash companies in the immediate area and the indefinite moratorium on new claims being offered by the Brazilian government in the basin bode well for the future exploration and development of Pacific Potash’s Amazonas basin potash property.”
Qualified Person
Dean Pekeski, P.Geol., a Director for Pacific Potash and a qualified person for the purposes of NI 43-101, has approved the preparation of the technical information in this news release.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
About Pacific Potash Corporation
Pacific Potash Corporation trades on the TSX Venture Exchange under the symbol: PP, as well on the OTCQX under the symbol: PPOTF and on the Frankfurt Stock Exchange under P9P. Pacific Potash is engaged in the exploration and development of the Provost Potash Property and the surrounding potash claims targeting the prolific Prairie Evaporite Formation, which is host to multiple conventional and solution potash mines. The Company also has an option to acquire an 80% interest in Western Potash Corporation’s (TSX: WPX) Amazonas Basin claims.
On behalf of the board of directors of Pan American Fertilizer Corp.
“Randy Wright”
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Jeff French
Investor Relations
jfrench@pafertilizer.com
(604) 638-3480
Pan American Fertilizer (CNSX: PAF) Announces LOI for the Sale of up to 50,000 Tonnes of Calcium Sulphate to Paraguay
Video of news release: http://bit.ly/Tq9ao2
VANCOUVER, BRITISH COLUMBIA, October 9th, 2012 – Pan American Fertilizer Corp., (CNSX: PAF) (“Pan American” or the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “LOI”) with Agro Industrial Campos Nuevos S.A. (“Agro Industrial”). Under the terms of the LOI, Pan American will sell Agro Industrial between 30,000 and 50,000 tonnes of Calcium Sulphate (Agricultural Gypsum) over a 12 month period at a mutually agreed price per tonne.
“This sales LOI is an extremely important milestone for Pan American. It not only represents our first international sales agreement, but also demonstrates the massive potential international market for our product. The testing that Agro did validates the quality of our product and we expect to establish many more strategic sales arrangements with international partners” reported Randy Wright, President and CEO of Pan American.
“We at Agro Industrial are very pleased with the signing of this LOI with Pan American. We have long been searching for a partner that can provide a high quality product in a professional and timely manner. We feel we have found that partner in Pan American” reported Nivaldo Ouriques, President of Argo Industrial.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to growing global markets specifically in South and Central America. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”) currently in Argentina. To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets and by expanding its markets to neighbouring countries with Argentina.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
Pan American Fertilizer (CNSX: PAF) Announces Mining Lease Agreement for EL TABLEADO Property
VANCOUVER, BRITISH COLUMBIA, October 2, 2012 - Pan American Fertilizer Corp., (CNSX:PAF) ("Pan American" or the "Company") is pleased to announce that it has entered into a mining lease agreement (the "Agreement") in respect of the El Tableado property (the "Property") with Luis Peschiutta ("Peschiutta") to acquire exploration rights to the Property. The Property has a surface area of approximately 2,200 hectares and is located in the Province of Santiago del Estero in northern Argentina.
Pursuant to the terms of the Agreement, the Company has been granted the right to explore the Property for a quarry of gypsym for an initial term of 20 years and will be responsible to lead all mining exploration and exploitation activities. If, after one year, operations on the Property are not economically feasible, the Company has the right to terminate the Agreement by providing two-months notice. Both parties have agreed to re-negotiate a new agreement at the end of the term.
As compensation, effective November, 2012, the Company will pay Peschiutta the greater of (i) US$5,000 per month and (ii) US$2.00 per ton extracted from the Property per month (the "Lease Price"). The parties have agreed to re-negotiate the Lease Price every twelve months throughout the term.
The Property has not had previous exploration and is not currently permitted for exploration. The Company is in the process of applying for an exploration permit for the Property.
"The signing of the El Tableado mining lease agreement is consistent with Pan American's ongoing commitment to enhancing shareholder value through the identification and addition of strategic assets. The favorable terms of this agreement will allow Pan American to further establish itself as key player in the South American fertilizer market by increasing its current extraction potential" reported Randy Wright, President and CEO of Pan American.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum"). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
Source: http://bit.ly/Ps50FY
Pan American Fertilizer Corp. (CNSX: PAF) Announces Signing Of Arrangement Agreement
September 21, 2012
NOT FOR DISTRIBUTION TO U.S. MEWSWIRE SERVICES OR DISSEMINATEION IN THE UNITED STATES
VANCOUVER, BRITISH COLUMBIA, September 21, 2012 – Pan American Fertilizer Corp. (CNSX: PAF) (“Pan American” or the “Company”) is pleased to announce that further to its press release dated August 14, 2012, it has entered into an arrangement agreement dated September 18, 2012 (the “Arrangement Agreement”) with Pacific Potash Corporation (TSX-V: PP; OTCQX: PPOTF; FSE: P9P) (“Pacific Potash”) to acquire 100% of the issued and outstanding common shares of Pacific Potash by way of a statutory plan of arrangement (the “Transaction”) which will constitute a “major acquisition” for Pan American under the policies of the Canadian National Stock Exchange (the “CNSX”).
In connection with the Transaction, a wholly owned subsidiary of the Company (“Subco”), will amalgamate with Pacific Potash, the amalgamated company will become a wholly-owned subsidiary of Pan American and Pan American will issue securities of Pan American to the former security holders of Pacific Potash. The Pan American securities will be issued on the basis of one Pacific Potash security for 0.6312 of a Pan American security (the “Exchange Ratio”), such that the Company is expected to issue an aggregate of 25,234,135 common shares and 13,411,227 options or warrants to the security holders of Pacific Potash. Any options or warrants issued by the Company will have the same terms as the currently outstanding Pacific Potash options or warrants, subject to adjustment pursuant to the Exchange Ratio.
The parties have agreed to work diligently to close the Transaction no later than December 31, 2012 (the “Closing”). The Transaction is subject to the satisfaction or waiver of the conditions set out in the Arrangement Agreement, including receipt of an order of the Supreme Court of British Columbia, the approval of the CNSX and TSX Venture Exchange (“TSXV”) and the approval by a special majority of the Pacific Potash shareholders. There can be no assurance that the Transaction will be completed as proposed or at all.
Pan American’s common shares are currently listed on the CNSX. It is currently anticipated that Pan American will make an application for listing on the TSXV upon closing of the Transaction. The listing is conditional upon receipt of all applicable regulatory approvals, including approval of the TSXV. There can be no assurance that such listing will be completed.
Concurrent Financing
In connection with the Transaction, Pan American intends to complete a private placement of units (each a “Unit”) and subscription receipts (each a “Subscription Receipt”) at a price of $0.40 per Unit or Subscription Receipt, as applicable, for total aggregate minimum gross proceeds of $2,000,000 and maximum aggregate gross proceeds of $5,000,000 (the “Concurrent Financing”). Each Subscription Receipt will be deemed to be exchanged upon certain release conditions being met, without payment of any additional consideration, for one Unit. Each Unit will be comprised of one common share of Pan American and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder to purchase one common share of Pan American at a price of $0.60 for a period of two years from the Closing Date. The Warrants are subject to an accelerated expiry whereby if the volume weighted average trading price of Pan American’s common shares exceeds $0.95 for a period of 20 consecutive trading days, Pan American may provide notice to the Warrant holders of early expiry and the Warrants will expire on the date which is 30 days after the date of such notice.
The securities to be issued in the Concurrent Financing will be exempt from the prospectus and registration requirements of applicable securities laws in Canada. All such securities will be subject to a hold period of four months and one day from the date of closing of the Concurrent Financing.
In connection with the Concurrent Financing and the Transaction, Pan American may pay finder’s fees in cash, securities or a combination of both, up to the maximum amount permitted by the TSXV or CNSX, as applicable.
Pan American intends to use the proceeds of the Concurrent Financing to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer.
Board of Directors
Upon completion of the Transaction, it is anticipated that the board of directors will consist of seven members, four of which will be nominees of Pan American and three of which will be nominees of Pacific Potash. It is currently expected that the board will be comprised of the following directors:
Randy Wright - Mr. Wright has over 30 years experience in oil & gas, construction, power generation and mining industries, much of this experience being in South America. He has founded, owned and operated several companies throughout the course of his career. Prior to becoming the President and CEO of Pan American, he owned a company primarily focused on providing oil and gas energy services which experienced growth in gross sales to $120 million.
Ben Wendland - Mr. Wendland comes from a background of construction and real estate development. Mr. Wendland combines work in the profit sector with leadership in the not-for-profit arena. Since developing a chain of business career training institutions, and leading a software company, Mr. Wendland is now CEO of a marine transportation company in Richmond, B.C., Hodder Tugboat Co. Ltd. Formerly chair of the Better Business Bureau of British Columbia. Mr. Wendland currently works with the ALS Society of Canada, Millennium Relief and Development Canada, as well as an orphanage in Uganda caring for 2600, Watoto Childcare Ministries.
Dean Pekeski - Mr. Pekeski is a Professional Geologist registered in the provinces of Manitoba and Saskatchewan. He is a graduate from the University of Western Ontario with over 17 years experience in mineral exploration. From April 1996 until March 2008, Mr. Pekeski was employed as an exploration geologist and project manager for Rio Tinto Exploration where he explored for base metal and diamond deposits across Canada, Southern Africa, and India. Mr. Pekeski's accomplishments include leading the Rio Tinto exploration team that discovered, and evaluated the diamondiferous Bunder kimberlites in India. His most recent responsibilities included managing Rio Tinto’s diamond exploration programs in North America. He currently manages Western Potash Corporation's Potash Exploration Programs.
Steve Khan - Mr. Khan currently serves as President, Director and Chairman of Strathmore Minerals and is a founder and former senior executive officer of Fission Energy as well as Director for several other TSXV listed companies. He is also a former senior executive of a number of Canadian national brokerage houses. Mr. Khan has initiated and managed major joint venture projects with Chinese and Korean and a Global Fortune 500 Japanese private Company. He has over 27 years of leadership in the global venture capital markets. He has earned a BSc. and MBA from UBC, and is a Chartered Financial Analyst.
Jody Dahrouge – Mr. Dahrouge currently serves as the Senior Vice President of Exploration and a Director for Pacific Potash Corporation, acting as the Company’s Qualified Person for the purpose of NI 43-101. Jody is a member of the Association of Professional Engineers, Geologists and Geophysicists of Alberta and British Columbia, and the President of Dahrouge Geological Consulting Ltd. He has over 20 years’ experience in asset analysis, M&A evaluation, and international mining exploration.
Carlos Fernandez Mazzi - Carlos H. Fernandez Mazzi is currently the CEO and Director of Dicon Gold, a private gold company focused on acquiring distressed production opportunities in Latin America. Carlos is also on the Board of Levon Resources leading the Project Development Committee for the Cordero project. Previously, Mr. Fernandez Mazzi was CEO of the William J. Clinton Foundation's Clinton Giustra Sustainable Growth Initiative, which has been financially backed by Frank Giustra and Carlos Slim Helu with an initial commitment of $100 million dollars each. Previously, Carlos, as local CEO, spearheaded the strategy, financing, and development of the San Cristobal silver mine in Bolivia. With over $1.0 billion of investment in one of the poorest districts in the country, this project gained international recognition for sustainable solutions to human development while building social capital by providing economic opportunities through social entrepreneurship initiatives.
Ignacio J. Randle - Ignacio Randle, working out of Buenos Aires, Argentina, advises domestic and foreign clients in international business transactions, transnational investment, and M&As, with emphasis in energy and natural resources projects. He is recognized globally as one of the world’s top mining lawyers. His mining practice covers exploration, development and production; including title review, due diligence, permitting, engineering, construction, operation, option, lease, royalty, purchase and joint-venture agreements, as well as mining-related compliance, litigation, tax, regulatory, private and public financing, employment, corporate, community and environmental health and safety matters. He received his law degree from the Catholic University of Argentina in 1986 and his Master in Laws (LLM) degree from the University of Chicago Law School in 1990. He practiced as a foreign attorney with Baker & Botts in Houston, Texas and in Washington, DC, and with McDermott, Will & Emery in Chicago, Illinois.
Bridge Loan
On September 13, the Company entered into a loan agreement with an arm’s length lender (the “Lender”), for a loan in the principal amount of $375,000, (the “Loan”). The loan carries an interest rate of 12% per annum and is payable on August 31, 2013 (the “Maturity Date”). The Loan is secured with a first priority general security over all of the assets of the Company. The Lender has the right to demand repayment from proceeds of any future equity financings completed by the Company. In the event of default, the Company is required to pay the Lender a $30,000 penalty in addition to the principal amount and any accrued interest.
As additional compensation for the Loan, the Company will issue 50,000 common shares of Pan American to the Lender on the earlier of (i) September 13, 2013; and (ii) the closing of any future financing. Such shares will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.
The purpose of the Loan is to provide the Company with general working capital.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as “Agricultural Gypsum”). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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.
About Pacific Potash Corporation
Pacific Potash Corporation trades on the TSXV under the symbol “PP”, as well on the OTCQX under the symbol “PPOTF” and on the Frankfurt Stock Exchange under the symbol “P9P”. Pacific Potash is engaged in the exploration and development of the Provost Potash Property and the surrounding potash claims targeting the prolific Prairie Evaporite Formation, which is host to multiple conventional and solution potash mines. The Company also has an option to acquire an 80% interest in Western Potash Corporation’s (TSX: WPX) Amazonas Basin claims.
On behalf of the board of directors of Pan American Fertilizer Corp.
“Randy Wright”
Randy Wright
President and CEO
Source: http://bit.ly/PH3YI6
Pan American Fertilizer Announces (CNSX: PAF) Letter of Intent with Pacific Potash (TSX-V: PP)
(via Thenewswire.ca)
VANCOUVER, BRITISH COLUMBIA, August 14, 2012 - Pan American Fertilizer Corp., (CNSX: PAF) ("Pan American" or the "Company") is pleased to announce that it has entered into a letter of intent (the "LOI") with Pacific Potash Corporation (TSX-V: PP; OTCQX: PPOTF; FSE: P9P) ("Pacific Potash"). The LOI sets out a proposal by Pan American to acquire 100% of the issued and outstanding common shares of Pacific Potash (the "Transaction") which will constitute a "major acquisition" for Pan American under the policies of the Canadian National Stock Exchange (the "CNSX").
Pacific Potash, a company listed on the TSX Venture Exchange (the "TSXV"), is engaged in the exploration and development of the Provost Potash Property and the surrounding potash claims targeting the Prairie Evaporite Formation. Pacific Potash also has an option to acquire up to an 80% interest in Western Potash Corporation's (TSX: WPX) Amazonas Basin claims in Brazil.
Mr. Balbir Johal of Pacific Potash stated "We are very pleased with the proposed transaction as it provides our shareholders with a meaningful ownership in a stronger combined fertilizer-focused company. We believe this Transaction to be mutually beneficial to both parties and strategically positions the new company well for future value creation."
His views were echoed by Mr. Randy Wright, President and CEO of Pan American who stated "Pan American considers the combination of the assets held by Pacific Potash and its subsidiaries to be consistent with Pan American's mission to bring its shareholders quality projects within the fertilizer industry. We look forward to building an exceptional company by expanding and diversifying our interest in the growing fertilizer market, which in turn will result in meaningful value creation for our shareholders"
At closing of the Transaction (the "Closing Date"), Pan American will issue to the shareholders of Pacific Potash, on a pro rata basis, that number of common shares of Pan American such that, prior to the completion of the Concurrent Financing (as defined below) and on an undiluted basis, current shareholders of Pan American will hold 62.5% of the issued and outstanding common shares of Pan American and the former shareholders of Pacific Potash will hold 37.5% of the issued and outstanding common shares of Pan American.
In connection with the Transaction, Pan American intends to complete a non-brokered private placement (the "Concurrent Financing"), by way of subscription receipts (each a "Subscription Receipt") at a price of $0.40 per Subscription Receipt for minimum gross proceeds of $2,000,000 and maximum gross proceeds of $5,000,000. Each Subscription Receipt will be converted into units (the "Units") upon completion of the Transaction at no additional consideration. Each Unit will be comprised of one common share of Pan American and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one common share of Pan American at a price of $0.60 for a period of two years from the Closing Date. If the volume weighted average trading price of Pan American's common shares on the TSXV or CNSX, as applicable, exceeds $1.00 for a period of 20 consecutive trading days, Pan American may, within five days after such an event, provide notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is 30 days after the date of such notice. The Concurrent Financing will be completed by way of a private placement, in reliance on applicable prospectus exemptions pursuant to National Instrument 45-106. Pan American will pay afinder's fee in cash, securities or a combination of both, up to the maximum amount permitted by the TSXV or CNSX, as applicable.
Pan American intends to use the proceeds of the Concurrent Financing to fund the costs of the Transaction and to fund the general working capital expenses of the resulting issuer.
It is the intention of Pan American and Pacific Potash to apply for the listing of Pan American's common shares on the TSXV concurrently with the completion of the Transaction.
The completion of the Transaction is subject to a number of conditions, including, but not limited to, the execution of a definitive agreement, completion of satisfactory due diligence, approval of the Transaction by the board of directors and, if applicable, shareholders of each of Pan American and Pacific Potash, the completion of the Concurrent Financing for minimum gross proceeds of $2,000,000, and the approval of the TSXV and the CNSX. There can be no assurance that the Transaction will be completed as proposed, or at all.
Bridge Loan
Pan American is currently in the process of negotiating a loan agreement (the "Loan Agreement") with an arm's length lender (the "Lender"), in the principal amount of CDN$375,000, bearing interest at a rate of 12% per annum, accrued and payable at the end of the term which is expected to be 12 months. Upon the advancement of funds from the Lender to Pan American, Pan American will issue to the Lender 50,000 common shares as partial consideration under the Loan Agreement.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum"). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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.
About Pacific Potash Corporation
Pacific Potash Corporation trades on the TSX Venture Exchange under the symbol: PP, as well on the OTCQX under the symbol: PPOTF and on the Frankfurt Stock Exchange under P9P. Pacific Potash is engaged in the exploration and development of the Provost Potash Property and the surrounding potash claims targeting the prolific Prairie Evaporite Formation, which is host to multiple conventional and solution potash mines. The Company also has an option to acquire an 80% interest in Western Potash Corporation's (TSX: WPX) Amazonas Basin claims.
Pan American Fertilizer (CNSX: PAF) Announces Letter of Intent with Argentinean Distributor Mamasu S.R.L.
(via Thenewswire.ca)
VANCOUVER, BRITISH COLUMBIA, July 30, 2012 - Pan American Fertilizer Corp., (CNSX: PAF) ("Pan American" or the "Company") is pleased to announce that it has entered into a non-binding Letter Of Intent (the "LOI") with Mamasu S.R.L. ("Mamasu"). Under the terms of the LOI, (the "Transaction") Pan American will acquire all of the issued and outstanding share capital of Servicios y Fertilizantes Sudamericanos S.A. ("SFS"), a wholly-owned subsidiary of Mamasu, which will constitute a "major acquisition" for Pan American under the policies of the Canadian National Stock Exchange (the "CNSX"). SFS is a company incorporated under the laws of Argentina and is engaged in the business of distributing and applying fertilizers, with a focus on calcium sulphate (also referred to as "Agricultural Gypsum"), which is Pan American's main product.
Pursuant to the terms of LOI, Pan American will acquire 100% of the issued and outstanding shares of SFS in exchange for Pan American paying a total of USD $3,000,000 in cash and issuing a total of 4,500,000 common shares of Pan American at a deemed price of $1.00 per share for a total purchase price of up to USD $7,000,000 (the "Purchase Price"). The Purchase Price will be paid as follows:
-USD $50,000 upon signing the LOI (which has been paid);
-USD $350,000 upon satisfactory completion of the following:
-due diligence; and
-financial audit of the financial statements of SFS and/or Mamasu by Pan American's auditor;
-USD $650,000 upon signing the definitive agreement (the "Definitive Agreement");
-USD $2,000,000 to be paid as a percentage for each ton of product sold (on the basis of USD $5.00 per ton sold and collected); and
-4,500,000 common shares of the Company to be issued upon achieving the sales and other milestones, at a deemed price of $1.00 per share, which will be finalized on the definitive agreement:
Under the terms of the LOI, upon closing of the Transaction, Pan American will enter into an employment agreement with Sebastian Pivetta, President of Mamasu, to provide ongoing operational and management services to SFS; and pay commissions to SFS's current sales staff based on sales generated by them, to be calculated and payable monthly basis.
The completion of the Transaction is subject to a number of conditions, including but not limited to the execution of the Definitive Agreement, completion of satisfactory due diligence, and approval of the Transaction by the board of directors and shareholders of Pan American and Mamasu, if applicable. There can be no assurance that the Transaction will be completed as proposed, or at all.
"The proposed acquisition of Mamasu's wholly-owned SFS subsidiary is a natural next step for Pan American. With SFS comes a robust, loyal customer base and over 59 years of industry experience. The acquisition of SFS is expected to result in significantly higher profit margins for Pan American, as well as benefitting our overall sales logistics" reported Randy Wright President and CEO of Pan American.
"We at Mamasu view this proposed transaction as the foundation of a long term strategic partnership. We are very impressed with the progress Pan American has made in short span of time and a professional organization like PAF has a very bright future in Argentina. We look forward to a long mutually beneficial partnership and look forward to building on Mamasu's fifty plus years of successful business history in Argentina" reported Sebastian Pivetta, President of Mamasu.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum"). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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. www.PAFertilzer.com
About Mamasu S.R.L.
Mamasu is an Argentine fertilizer distribution and application company specializing in applying fertilizer mixes to Argentine soils. They also supply rentals of farm machinery as well as manufacture agricultural equipment. They have been in business since 1953. www.mamasu.com.ar
On behalf of the board of directors of Pan American Fertilizer Corp.
"Randy Wright"
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Jeff French
Investor Relations
jfrench@pafertilizer.com
(604)638-3480
Pan American Fertilizer Announces plans to move forwarded with NI 43-101 Compliant Resource Reserve calculations (CNSX: PAF)
(via Thenewswire.ca)
VANCOUVER, BRITISH COLUMBIA, July 19th, 2012 - Pan American Fertilizer Corp, (CNSX: PAF) ("Pan American" or the "Company") announces that the Company is moving forward with plans for drilling and sampling on its Estela Ceclilia property in Santiago Del Estero, Argentina with a view to establish NI 43-101 compliant resource calculations.
"Pan American's Management understands the importance of defining the size and scope of the mineralized material found on our property. As we've previously announced, we are already extracting and selling our product, so the natural next step is to formally confirm the resource calculation compliant with NI 43-101 methodology, " commented Randy Wright, President and CEO of Pan American.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum"). To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate 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.
On behalf of the board of directors of Pan American Fertilizer Corp.
"Randy Wright"
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Jeff French
Investor Relations
jfrench@pafertilizer.com
News - Pan American Fertilizer Announces First Sales (CNSX: PAF)
(via Thenewswire.ca)
VANCOUVER, BRITISH COLUMBIA, July 12th, 2012 - Pan American Fertilizer Corp, (CNSX: PAF) ("Pan American" or the "Company") is pleased to announce the initial shipments of calcium sulphate from its Estela Ceclilia property in Santiago Del Estero, Argentina.
"I am extremely pleased with the rate at which we have brought our operation to a level where we are able to execute a full sales cycle. We are currently shipping product to multiple customers, which we project will continue on a repeat basis. In addition, as part of our strategic sales strategy, we are presently in the process of negotiating long term agreements with several customers and distributors. We are also experiencing a continued growth of our customer base and an increase in market share, which confirms our ability to deliver a high quality product at a competitive price in a timely manner" reported Randy Wright, President and CEO of Pan American.
About Pan American Fertilizer Corp.
Pan American is a Canadian company dedicated to providing fertilizer to a growing global market. The Company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum"). To ensure long term development and increase shareholder value, Pan American plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets.
When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulfate mineral composed of calcium sulfate dehydrate 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.
On behalf of the board of directors of Pan American Fertilizer Corp.
"Randy Wright"
Randy Wright
President and CEO
FOR MORE INFORMATION, PLEASE CONTACT:
Jeff French
Investor Relations
jfrench@pafertilizer.com
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