Panorama Resources Ltd. (TSXV:PRA) ("Panorama" or the "Company"), announced today that it has entered into a letter agreement dated October 20, 2010 (the "Letter Agreement") with Ethiopian Potash Corp. ("EPC") and G and B Central African Resources Ltd. ("G&B") respecting the fundamental terms of the proposed amalgamation of Panorama and EPC (the "Amalgamation"), pursuant to which all of the issued and outstanding common shares of EPC ("EPC Shares") will be exchanged for common shares of Panorama ("Panorama Shares") on the basis of one Panorama Share for each EPC Share. Stock options and other securities convertible into common shares of EPC (collectively, "EPC Options") will be exchanged for stock options or other securities convertible into common shares of Panorama (collectively, "Panorama Options") on the same ratio as the exchange of EPC Shares for Panorama Shares.
Terms of Amalgamation
Pursuant to the Letter Agreement, subject to completion of satisfactory due diligence, the entering into of a definitive amalgamation agreement and receipt of applicable shareholder and regulatory approvals, 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 ("TSXV"). 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 (the "Concurrent Financing") 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. The terms of the Concurrent Financing will be disclosed in a subsequent press release once such terms are agreed to between EPC and its investors.
Concurrently with and as a condition to the completion of the Amalgamation, EPC will also complete certain transactions (the "Option Closing") contemplated under an option agreement (the "Option Agreement") dated September 7, 2010 and as amended and restated as of October 18, 2010 between EPC, G&B and the shareholders of G&B, pursuant to which EPC will acquirean option to acquire all of the issued and outstanding shares of G&B and thereby acquire G&B's 100% interest in certain mineral property permits in Ethiopia known as the "Danakil Potash Permits". The Danakil Potash Permits are comprised of two (2) licenses forming a contiguous block consisting of 265.05 km2 (the "Danakil Depression") and 53.84 km2 (the "Bada Area"), respectively.
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» Panorama Takeover with Ethiopian Potash G and B Central African
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Panorama Takeover with Ethiopian Potash G and B Central African Resources
Written By mine on Selasa, 26 Oktober 2010 | 11.30
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