Mr. Jason Birmingham of Golden Fame reports
GOLDEN FAME RESOURCES AND PAN AMERICAN FERTILIZER SIGN DEFINITIVE AGREEMENT
Golden Fame Resources Corp. and Pan American Fertilizer Corp. have signed the definitive 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 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.
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 18.5 million 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 for 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 Golden Fame's website.
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