Pamerica prepares filings for Wanted acquisition

Pamerica Corp (TSX-V:PME)
Shares Issued 7,000,000
Last Close PME.P 2/28/2005 $0.34
Tuesday March 01 2005 - News Release

Mr. David Tanguay reports


Pamerica Corp. is in the process of preparing and filing with the regulatory authorities the appropriate documentation for the shareholders meeting to be held for the approval of the arm's-length qualifying transaction in accordance with the policies of the TSX Venture Exchange corporate finance manual previously announced in Stockwatch on Dec. 3, 2004. The proposed qualifying transaction consists of the acquisition of all of the issued and outstanding shares of Wanted Technologies Inc., a private Canadian company based in Quebec City.

The parties have agreed that the total purchase price for the shares of Wanted will be $4-million, payable by the issuance of 10 million Class A shares of Pamerica at a deemed value of 40 cents per common share.

In conjunction with the qualifying transaction, Pamerica will grant options to management to acquire a maximum of 1,262,500 common shares at an exercise price of 40 cents in accordance with the Pamerica incentive stock option plan.

The completion of the qualifying transaction is subject to shareholders and regulatory approvals, completion of formal agreements among the parties involved, and appropriate due diligence enquiries and investigations by said parties.

The transaction is also subject to the conclusion of a public offering of a minimum of two million common shares for total proceeds of $800,000 (the minimum public offering) and a maximum of 2,625,000 common shares for total proceeds of $1.05-million (the maximum public offering) at a price of 40 cents per common share.

Jones Gable & Co. Ltd., subject to satisfactory completion of a due diligence, has agreed to act as agent, on a commercially reasonable best-effort basis, for the public offering. A commission of 8 per cent of gross proceeds will be payable to it on any amount subscribed for, except for subscriptions from Innovatech Quebec, for which there will be no commission. Jones Gable will also receive broker's warrants to acquire a number of common shares equal to 10 per cent of the number of common shares issued pursuant to the public offering at the price of the said offering.

The proceeds from the public offering, together with the existing working capital of the corporation following the qualifying transaction, shall serve a number of purposes including: technology development, working capital and product commercialization activities.

The acquisition of the Wanted shares and the public offering are expected to be completed concurrently and will constitute Pamerica's qualifying transaction in accordance with policies of the TSX Venture Exchange corporate finance manual.

The qualifying transaction was introduced to Pamerica by Blue Ship Investments Inc., which will receive a finder's fee payable through the issuance of 581,250 common shares (at a deemed price of 40 cents per common share) of the resulting issuer, for a total amount of $232,500.

© 2005 Canjex Publishing Ltd.