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Pan American Fertilizer (CNSX: PAF) Confirms a Sale

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RobertJames   Wednesday, 10/24/12 10:00:05 AM
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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


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