Pan American Fertilizer (TSX.V: PFE, Frankfurt: 6GF) Announces Debt Conversion Agreement and Stock Options Grant

Pan American Fertilizer Corp.

Metals & Mining

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Pan American Fertilizer (TSX.V: PFE, Frankfurt: 6GF) Announces Debt Conversion Agreement and Stock Options Grant

Vancouver, B.C., Canada. December 31st, 2013 - Pan American Fertilizer Corp. (TSX.V: PFE, Frankfurt: 6GF) (the "Company" or "Pan American") announces debt conversion agreement with a number of Company creditors (collectively the "creditors") by which the creditors will receive 3,454,407 Shares in full satisfaction of an aggregate CAD$621,793.61 indebtedness owing to the creditors. The indebtedness arises from a combination of consulting services, management fees and equipment purchases. The debt conversion will be subject to regulatory approval. The deemed price per share for debt settlement is CAD$0.18.

"The willingness of these debt holders to convert to equity in Pan American Fertilizer at a deemed price considerably higher than today's market price is a signal of their commitment to the future of the Company and their confidence in the Company's senior management and directors" said Randy Wright, CEO and Vice Chairman. "It also strengthens our balance sheet setting the stage for future financings based on specific projects or acquisitions."

Pan American is also pleased to announce that is has granted to directors, officers, key employees and contractors an aggregate of 1,125,000 optioned shares of the company (the "optioned shares") under the Company's Stock Option Plan. Of the 1,125,000 optioned shares 625,000 will be exercisable for a period of ten years and fully vested after two years, at a price of $0.18 per share. The remaining 500,000 optioned shares are issued to Director Dr. Robert Rennie, to fulfill the terms of his contract agreement with the company which commenced on November 01, 2013 and thus are exercisable at $0.12 per share.

About Pan American Fertilizer Corp.

Pan American is a Canadian company dedicated to providing fertilizer to growing global markets specifically in South and Central America. The company is focused on the extraction of a specific type of fertilizer called calcium sulphate (also referred to as "Agricultural Gypsum") currently in Argentina. To ensure long term development and increase shareholder value, Pan American currently plans to significantly expand its current operational objectives while expanding its asset base by acquiring additional calcium sulphate and other fertilizer related assets and by expanding its markets to countries neighbouring Argentina.

The Calcium Sulphate project is a unique project, for the following reasons:

  1. 1)Its high grade calcium sulphate (CaSO4) rock outcrops and is fully permitted and in operations via conventional extraction methods with secured mining rights for 20 years with right to extend for another 20 years, allowing for scalable operations;

  2. 2)It is strategically located in close proximity to the well-known "Nucleus Agricultural Zones" of South America where the majority of the continents important and dynamic agribusiness activity is located;

  3. 3)It connects to Paraguay and Brazil's largest fertilizer distribution districts via existing and high quality infrastructure;

  4. 4)It has the potential to supply CaSO4 to South America's agriculture market from its large calcium sulphate-rich deposit.

When used as a fertilizer and as a soil remediator, calcium sulphate is a soft sulphate mineral composed of calcium sulphate dihydrate (CaSO4o2H2O) which is extremely rich in sulphur and calcium. When dissolved in water, the mineral becomes calcium and sulphate sulphur ions, both of which are required nutrients for plants. Calcium Sulphate plays a vital role in establishing and maintaining good chemical balance in soil, water and plants, specifically with healthy root development. Ultimately, calcium sulphate increases overall crop quality and yields. For more information please look at our website

On behalf of the Board of Directors of Pan American Fertilizer Corp.

"Randy Wright"

Randy Wright

Vice-Chairman and Chief Executive Officer

Forward Looking Statements

Some statements in this news release contain forward-looking information (within the meaning of Canadian securities legislation), including Statements contained in this news release that are not historical facts constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date of this release. The words "is expected" or "estimates" or variations of such words and phrases or statements that certain actions, events or results "may" or "could" occur and similar expressions identify forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by Pan American as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward-looking statements. Many of these factors can affect Pan American's actual results and could cause actual results to differ materially from those expressed or implied in any forward looking statements made by, or on behalf of, Pan American. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management's expectations and plans relating to the future.