Panorama Announces Terms of Reverse Takeover with Ethiopian Potash Corp. and G and B Central African Resources Ltd.
VANCOUVER, Oct. 26
VANCOUVER, Oct. 26 /CNW/ - 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.
About Panorama Resources Ltd.
Panorama was incorporated on December 19, 2005 pursuant to the Business Corporations Act (British Columbia). Panorama is a reporting issuer in British Columbia, Alberta and Ontario and its shares are listed on the TSXV under the symbol PRA. The principal business of Panorama is the identification, acquisition and exploration of mineral properties. Its sole project is the Ketchum Lake property, an early stage alkalic porphyry copper gold prospect located in northwestern British Columbia approximately 65 kilometers northwest of Telegraph Creek. The Ketchum Lake property consists of 14 separate titles totaling 4,868.19 hectares. During the period ended September 30, 2006, Panorama acquired the property by direct purchase and map staking. The Company does not currently have an exploration program planned for the project in 2010 or any other plans for the Ketchum Lake property in the foreseeable future.
For the nine months ended June 30, 2010, Panorama reported a loss of $167,724 (2009 -$104,384) with an associated loss per share of $0.01 (2009 - $0.01) (unaudited). Its working capital position at June 30, 2010 was $282,199 (unaudited) compared to $449,923 at September 30, 2009 (audited). The Company does not currently have an active business generating positive cash flows. Currently, Panorama has an aggregate of 13,516,500 Panorama Shares issued and outstanding and has granted an aggregate of 1,235,000 Panorama Options expiring on April 23, 2013 with an exercise price of $0.25 per Panorama Share.
As of the date hereof, the insiders of Panorama own the following number of Panorama Shares:
Name Jurisdiction Panorama Shares Owned
of Residence or Controlled
Paul Lathigee (Director of Richmond, BC 4,166,500 common shares
David Patterson (Director West Vancouver, BC 4,250,000 common shares
and CEO of Panorama)
Colin Watt (CFO of Vancouver, BC 250,000 common shares
About Ethiopian Potash Corp.
EPC was incorporated on July 12, 2010 and is a corporation existing under the laws of the Province of Ontario. As at September 30, 2010, EPC has working capital of approximately $630,000 (unaudited). EPC currently has 8,876,200 EPC Shares outstanding, stock options entitling the holders to acquire an aggregate of 2,250,000 EPC Shares at an exercise price of $0.25 per EPC Share and 887,600 common share purchase warrants entitling the holders to acquire an aggregate of 887,600 EPC Shares at an exercise price of $0.125 per EPC Share. EPC's mandate is to acquire the Danakil Potash Permits and build shareholder value by aggressively fast-tracking development of the concessions located in Danakil, Ethiopia (about 80 km from the Red Sea fishing port of Mersa Fatma).
Pursuant to the Option Agreement, on the Option Closing, Panorama will issue to or to the order of the shareholders of G&B: (i) an aggregate of 40,000,000 Panorama Shares at a deemed price of $0.20 per Panorama Share; and (ii) at the election of the shareholders of G&B, $500,000 cash or such additional number of Panorama Shares, at a deemed price per Panorama Share equal to the price per subscription receipt in the Concurrent Financing, equal to an aggregate deemed value of $500,000. To exercise the option granted under the Option Agreement, Panorama must meet certain milestones and make certain related payments within 10 years of the Option Closingas follows: (a) upon filing of a final National Instrument 43-101 compliant technical report with respect to the Danakil Potash Permits, issuance of: (i) such number of Panorama Shares equal to 10% of the total number of Panorama Shares then issued and outstanding (after giving effect to the Panorama Shares to be issued), up to a maximum of 10,000,000 Panorama Shares; and (ii) at the election of the shareholders of G&B, $1,000,000 cash or an additional 8,000,000 Panorama Shares, at a deemed price of $0.125 per Panorama Share, all to or to the order of the shareholders of G&B; and (b) upon completion of a Feasibility Study (as defined in the Option Agreement), issuance of: (i) such number of Panorama Shares equal to 10% of the total number of Panorama Shares then issued and outstanding (after giving effect to the Panorama Shares to be issued), up to a maximum of 13,000,000 Panorama Shares; and (ii) at the election of the shareholders of G&B, $2,000,000 cash or such additional number of Panorama Shares, at a deemed price per Panorama Share equal to the 20 trading day volume-weighed average price of the Panorama Shares on the TSXV, equal to an aggregate deemed value of $2,000,000, up to a maximum of 4,000,000 Panorama Shares, all to or to the order of the shareholders of G&B. Upon full exercise of the option granted under the Option Agreement, Panorama will be the sole shareholder of G&B and will indirectly own a 100% interest in the Danakil Potash Permits.
In aggregate, 29 shareholders currently hold all of the issued and outstanding EPC Shares, including three (3) insiders as follows:
Name Jurisdiction EPC Shares Owned
of Residence or Controlled
White Rock Capital Partners Toronto, ON 120,000
(controlled by Sanjay Joshi,
Corporate Secretary of EPC)
David DesLauriers (Director Toronto, ON 100
and President of EPC)
Michael DesLauriers Toronto, ON 100
(Director and Treasurer of
About G and B Central African Resources Ltd.
G&B was incorporated on August 21, 2007 and is a corporation existing under the laws of the British Virgin Islands. For the 7 months ended September 30, 2010, G&B reported a loss of US$202,097 (Year ended February 28, 2010 - loss of US$139,353) with an associated loss per share of US$4.04 (Year ended February 28, 2010 - loss per share of US$2.79) (unaudited). Its working capital deficit at September 30, 2010 was approximately US$583,322 (unaudited) compared to a capital deficit of US$329,757 at the year ended February 28, 2010 (unaudited). G&B currently has 50,000 shares issued and outstanding.
The principal business of G&B is the identification, acquisition and exploration of mineral properties in Africa. G&B is the registered and beneficial owner of the Danakil Potash Permits, which is comprised of potash exploration permits for the Danakil Depression and the Bada Area. The Ministry of Mines and Energy of the Federal Democratic Republic of Ethiopia granted G&B a potash exploration license valid for three (3) years effective from August 21, 2008 at the Danakil Depression and a potash exploration license valid for three (3) years effective from December 12, 2008 at the Bada Area. G&B commenced preparation works for exploration drilling on the licensed properties in February 2009 and continues to do so as of the date hereof. G&B does not own any other properties.
The following shareholders own or control all of the issued and outstanding shares of G&B as follows:
Name Jurisdiction G&B Shares Owned
of Residence or Controlled
ZRH Nominees (0105) Ltd. British Virgin Islands 29,500
(a nominee of the George
Roach Family Trust)
Cumming Family Trust Isle of Mann 20,500
(controlled by Bruce
Cumming, Chief Operating
Officer of G&B)
Management and Board of Directors of the Resulting Issuer
Upon completion of the Amalgamation, the current directors of Panorama will resign and be replaced by five nominees of EPC and G&B, namely, David Wahl, David Sindall, Paul DesLauriers, Sanjay Joshi and George Roach. The current officers of Panorama will also resign and be replaced by a new management team to be comprised of, George Roach, Chairman; David Wahl, President and Chief Executive Officer; Michael Galloro, Chief Financial Officer; and Bruce Cumming, VP Operations.
George Roach - Director and Chairman of the Board of Directors
George Roach has been involved in the mineral exploration industry in sub-Saharan Africa for many years. He has extensive experience in securing and establishing mineral exploration tenure and operations throughout Africa including, in particular, the Central African Republic, South Africa, Chad, Mali, Namibia, Zambia and Tanzania.
Mr. Roach was a founding Director and Managing Director, Africa for UraMin Inc., a uranium resource company with operations in Namibia, South Africa and the Central African Republic. UraMin was sold for US$2.5 billion in 2007 to Areva. Mr. Roach maintains interests in G&B and in certain African agricultural projects, including a sugar estate in the Central African Republic under development and spice trading and milling operations in South Africa. Mr. Roach is President and CEO of Axmin Inc (TSXV: AXM). Mr. Roach resides in the United Kingdom.
David Wahl - Director, President and Chief Executive Officer
David Wahl is a noted mining professional with extensive international experience and a knowledge and understanding of mining finance. Mr. Wahl is President and CEO of Southampton Associates - Consulting Engineers & Geoscientists, which provides mining sector consulting and technical services to corporate clients, financial institutions and governments. A graduate of the Colorado School of Mines, with a degree of Engineer of Mines, he has reported on mineral exploration and developments in over 60 countries. Mr. Wahl is a technical advisor to prominent financial institutions, government agencies, and national legal and accounting firms. He is a member of the Institute of Corporate Directors and currently sits on a number of boards of directors of publicly traded mining companies. Mr. Wahl resides in Toronto, Ontario.
Michael Galloro - Chief Financial Officer
Michael Galloro is a Chartered Accountant with over 15 years of experience having earned his designation while working for KPMG LLP. While engaged as VP of Finance for a publiccompany listed on the Toronto Stock Exchange, Mr. Galloro gained significant experience in finance and capital markets, corporate governance, human resources, and administration. Mr. Galloro pursued a consulting career working on various projects in compliance, valuations, mergers and acquisitions and initial public offerings. Mr. Galloro is a founding member of ALOE Financial Inc., a corporate finance and CFO solutions company focused on helping to bring private companies to the public markets. Mr. Galloro resides in Toronto, Ontario.
Bruce Cumming - Vice-President of Exploration
Bruce Cumming is an experienced exploration geologist with over 33 years of work experience in base metal and diamond exploration in various African countries. He graduated from the University of Cape Town with a B.Sc (Hons) degree in 1975. He is a SACNASP & Engineering Institute of Zambia registered geoscientist and is also a member of the Geological Society of South Africa. Mr. Cumming spent 26 years with the Falconbridge Limited group of companies throughout Southern and Western Africa exploring for nickel, copper, gold, diamonds and uranium. He supervised bulk sampling phases at Gope (Go25), Botswana including the initial shaft sinking. During the past seven years, he consulted on various platinum group metals (PGM) opportunities in Bushveld, performed QA/QC controls for a major international PGM company's automated assay laboratory and worked as the Exploration Manager in Sierra Leone for an AIM-listed diamond exploration company. He was also engaged as Specialist Exploration for Konkola Copper Mines (Vedanta), Zambia. He is currently the Chief Operating Officer for the G&B Group of companies. Mr. Cumming resides in South Africa.
Dr. David Sindall - Director
Dr. Sindall presently serves in a variety of management roles for E21 Corporation, patent owner of scandium technology, as well as Zeroloft Aerogels. From 1998 to 2000, Dr. Sindall was President of MAST Technologies in Moscow, a maker of scandium and rare earth materials, including a diammonium phosphate and a mono ammonium phosphate plant, prior to which, Dr. Sindall was a principal of Atomic Energy of Canada Limited where we was responsible for developing a joint Canadian - Russian program for the disposal of spent nuclear fuel. Between 1993-1997, Dr. Sindall headed Mitsui's petrochemical division in Moscow and was responsible for the first tolling agreements between Russia and the Ukraine and throughout the CIS countries for chemical commodities. He was also the founder of Ventspils Ports, Latvia, where he was actively involved in the shipment of large quantities of Urea Ammonium Nitrate and managed construction of a large trans-shipment port facility for liquid chemicals, lube oil, and ethyl alcohol. Dr. Sindall has been a consultant to the Director of Revenue Services, Russia, as well as the Russian Minister of Petrochemical Industries, the Deputy Prime Minister of Russia, and the Russian Secretary of State. Dr. Sindall has a degree in Nuclear Physics from the University of Toronto, and an honorary Ph.D from the St. Petersburg Academia of Science. Dr. Sindall resides in Toronto, Ontario.
Paul DesLauriers - Director
Paul DesLauriers is a founding partner, director and currently the Executive Vice-President of Loewen, Ondaatje, McCutcheon Limited, Toronto, which was formed in 1970. Mr. DesLauriers has been active in the Canadian investment industry since 1962 in research, institutional coverage and corporate finance in Toronto and Montreal. Mr. DesLauriers was a founder of the CMP Group in 1984 and a co-founder of the Lakewood Capital Group in 1986. He was a past Chairman of the Canadian Securities Institute and has served as Vice-Chairman and Governor of the Montreal Stock Exchange. Mr. DesLauriers resides in Toronto, Ontario.
Sanjay Joshi - Director
Sanjay Joshi is a Partner at Ogilvy Renault LLP. Mr. Joshi's practice primarily encompasses public and private securities offerings for investment banking firms and corporate clients and mergers and acquisitions of public and private companies. He also regularly advises public companies regarding general corporate and securities law matters, including continuous disclosure, corporate governance and Canadian stock exchange issues. Mr. Joshi holds positions of board member, committee chair and corporate secretary at numerous companies, both public and private. In addition, he is an adjunct professor of law at the Faculty of Law, Queen's University, where he teaches Advanced Securities Law. Mr. Joshi resides in Toronto, Ontario.
Description of Significant Conditions to Closing
Completion of the Amalgamation is subject to a number of conditions including but not limited to, TSXV acceptance, completion of the Concurrent Financing, concurrent completion of the Option Closing and Panorama shareholders' approval. Trading of Panorama shares was halted on October 18, 2010 pending completion of certain due diligence investigations by the TSXV. The last closing price of Panorama Shares prior to the stock halt was $0.155 per share. There can be no assurance that trading will resume before the TSXV has reviewed the Amalgamation and reinstatement to trading provides no assurance with respect to the merits of the Amalgamation or the likelihood of the Company completing the Amalgamation as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. The Company will issue subsequent news releases with information on sponsorship (if required), the Concurrent Financing and summary financial information in accordance with applicable TSXV policies. Trading in the securities of Panorama should be considered highly speculative.
The TSXV has in no way passed upon the merits of the Amalgamation and has neither approved or disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF DIRECTORS
PANORAMA RESOURCES LTD.
Chief Executive Officer
Forward Looking Statements
Certain information set forth in this press release, including management's assessment of future plans and operations, contains forward looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward looking statements. By their nature, forward looking statements are subject to numerous risks and uncertainties, some of which are beyond management's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve or resource estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward looking statements. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward looking statements. No assurance can be given that any of the events anticipated will transpire or occur, or if any of them do so, what benefits will derive from them. Except as required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.