Corporation Pamerica

March 01, 2005 09:00 ET

Corporation Pamerica Gives an Update on the Transaction With Wanted Technologies Inc.


NEWS RELEASE TRANSMITTED BY CCNMatthews

FOR: CORPORATION PAMERICA

TSX VENTURE SYMBOL: PME.P

MARCH 1, 2005 - 09:00 ET

Corporation Pamerica Gives an Update on the
Transaction With Wanted Technologies Inc.

MONTREAL, QUEBEC--(CCNMatthews - March 01, 2005) - Corporation Pamerica
("Pamerica") (TSX VENTURE:PME.P), a Capital Pool Company, trading on the
TSX Venture Exchange, is pleased to announce that it 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 its press release of December 3, 2004. The proposed
Qualifying Transaction consists of the acquisition of all of the issued
and outstanding shares of Wanted Technologies Inc. ("Wanted"), a private
Canadian company based in Quebec City.

The parties have agreed that the aggregate purchase price for the shares
of Wanted will be $4,000,000 payable by the issuance of 10,000,000 Class
"A" Shares of Pamerica (the "Common Shares") at a deemed value of $0.40
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 $0.40 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 2,000,000 Common Shares for an aggregate proceeds of
$800,000 (the "Minimum Public offering") and a maximum of 2,625,000
Common Shares for an aggregate proceeds of $1,050,000 (the "Maximum
Public offering") at a price of forty cents ($0,40) per Common Share.

Jones Gable & Company Limited ("Jones, Gable"), 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% 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
brokers' warrants to acquire a number of Common Shares equal to 10% 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., who will receive a finder's fee payable through the
issuance of 581,250 Common Shares (at a deemed price of $0.40 per Common
Share) of the resulting issuer, for a total amount of $232,500.

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Contact Information

  • FOR FURTHER INFORMATION PLEASE CONTACT:
    Wanted Technologies Inc.
    David Tanguay
    President
    (418) 523-6663 Ext. 222
    or
    Corporation Pamerica
    Guy Girard
    Director
    (514) 798-1290
    The TSX Venture Exchange has in no way passed upon the merits of the
    proposed transaction and has neither approved nor disapproved the
    contents of this press release.