N@N

ETHIOPIAN POTASH CORP. (FORMERLY PANORAMA RESOURCES LTD.) ANNOUNCES CLOSING AND EXCHANGE ACCEPTANCE OF REVERSE TAKEOVER

^{Published on 2011-03-09 13:05:48 - Market Wire}
 

TORONTO, March 9 /CNW/ - Ethiopian Potash Corp. (formerly Panorama Resources Ltd.) (the "Company") (TSXV: FED) (FED.WT) announced today that the TSX Venture Exchange (the "Exchange") has accepted for filing the reverse takeover and amalgamation (the "RTO") of Ethiopian Potash Corp. ("EPC") and Panorama Resources Ltd. ("Panorama") and that trading in the common shares ("Common Shares") and warrants ("Warrants") of the Company is anticipated to commence on the Exchange on Friday, March 11, 2011. 

The RTO was completed on Wednesday, March 9, 2011. For further information on the RTO, please refer to Panorama's management information circular (the "Circular") dated January 28, 2011, which is available on SEDAR ([ www.sedar.com ]).

In connection with the RTO, the Common Shares and Warrants will be listed on Tier 2 of the Exchange under the symbol "FED" and "FED.WT", respectively. An aggregate of 24,000,000 Warrants are listed, each Warrant entitling the holder thereof to acquire one Common Share at an exercise price of $0.75 until September 9, 2012 as set forth in the indenture governing the warrants dated March 9, 2011, 2011 between the Company and Olympia Trust Company.

The board of directors of the Company is comprised of David Wahl, Wally Rudensky, Paul DesLauriers, Sanjay Joshi and George Roach. The senior management team of the Company consists of David Wahl as President and Chief Executive Officer, Michael Galloro as Chief Financial Officer and Bruce Cumming as VP Operations.

The board of directors and management team of the Company thank the resigning directors and officers of Panorama for their service and dedication to Panorama and its shareholders.

Escrow Release of EPC's Concurrent Financing Funds

As previously announced, on February 10, 2011 EPC completed an offering (the "Offering") of 22,000,000 subscription receipts ("Subscription Receipts") at a price of $0.50 per Subscription Receipt for gross proceeds of $11,000,000. In connection with the RTO, the net proceeds of the Offering were released to the Company and each Subscription Receipt was ultimately exchanged for one Common Share of the one Warrant.

As previously announced, BayFront Capital Partners Ltd., Salman Partners Inc. and Fraser Mackenzie Limited received an aggregate cash commission of $770,000 upon release of the escrowed funds.

Option Closing with G and B Central African Resources Ltd.

Concurrently with and as a condition to the completion of the RTO, on Wednesday, March 9, 2011, the Company completed the closing contemplated under the option agreement (the "Option Agreement") between EPC, G and B Central African Resources Ltd. ("G&B") and the shareholders of G&B as amended and restated as of October 18, 2010, as further amended. As a result, the Company was granted an 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".

As previously disclosed in the Circular, an aggregate of 41,000,000 Common Shares were issued in connection with the closing under the Option Agreement, as follows: (i) an aggregate of 21,000,000 Common Shares were issued to the order of the shareholders of G&B; and (ii) an aggregate of 20,000,000 Common Shares were issued to the Founders (as defined in the Circular) and divided on a pro rata basis.

Also as disclosed in the Circular, as of November 4, 2010, the parties to the Option Agreement agreed that all of the requirements in respect to the First Milestone (as defined in the Option Agreement) have been met. The parties expect that the issuance of an aggregate of 17,710,300 Common Shares to be made as payment in connection with the satisfaction of the First Milestone will be made in the coming days.

To exercise the option granted under the Option Agreement, the Company must meet certain additional milestones and make related payments within 10 years of closing, as outlined in the Circular and the Option Agreement. A copy of the Option Agreement will be available on SEDAR at [ www.sedar.com ].

Current Issued and Outstanding Securities of the Company

Upon completion of the RTO and Option Closing and at the time of listing, there are 88,577,700 Common Shares issued and outstanding. 

There are also outstanding the following securities of the Company: (i) 887,600 finder's warrants  carrying the right to acquire an aggregate of 887,600 Common Shares; (ii) 160,000 finder's warrants carrying the right to acquire an aggregate of 160,000 units comprised of one Common Share and one Warrant at a price of $0.50 until July 3, 2012; (iii) 8,750,000 stock options for the purchase of up to 8,750,000 Common shares; (iv) 1,760,000 broker warrants for the purchase of 1,760,000 units comprised of one Common Share and one Warrant at a price of $0.50 until August 10, 2012; and (v) 24,000,000 Warrants.

On a fully diluted basis, there is an aggregate of 126,055,300 Common Shares outstanding.

In accordance with the policies of the Exchange, all of the Company's securities that are issued to "Principals" (as defined in Exchange Policy 1.1) are considered "Value Securities" (as defined in Exchange Policy 5.4) and are therefore being held in escrow by Olympia Trust Company. An aggregate of 41,671,200 Common Shares, 8,500,000 stock options and 51,000 Warrants are currently in escrow, to be released pursuant to the Tier 2 Value Security Escrow timed release.

Upon completion of the First Milestone (as described above), there will be 106,288,000 Common Shares issued and outstanding, and an aggregate of 59,381,500 Common Shares, 8,500,000 stock options and 51,000 Warrants in escrow, to be released pursuant to the Tier 2 Value Security Escrow timed release.

Forward Looking Statements

Certain information set forth in this press release 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 TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.