Pan American Fertilizer Confirms a Sale Price of $97.81 USD/ per tonne...
posted on
Oct 24, 2012 08:45AM
Potential Demand for Calcium Sulphate over 600M Tonnes
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.
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
FOR MORE INFORMATION, PLEASE CONTACT:
Jeff French
Investor Relations
jfrench@pafertilizer.com
(604)638-3480
The CNSX does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
Statements contained in this news release that are not historical facts constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. The words "is expected" or "estimates" or variations of such words and phrases or statements that certain actions, events or results "may" or "could" occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Pan American as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Many of these factors can affect Pan American's actual results and could cause actual results to differ materially from those expressed or implied in any forward looking statements made by, or on behalf of, Pan American. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements