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Challenge Gas Holding AB, Ontex Resources Limited And Salvatore Fuda Each Acquires Shares to Hold More Than 10% of Pifher Resources Inc.


TORONTO Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing  -- Challenge Gas Holding AB ("Challenge Gas"), Ontex Resources Limited and Salvatore Salvatore is an Italian name that means "savior". People
  • Robert Anthony Salvatore, fantasy writer
  • Salvatore Accardo (born 1941)
  • Salvatore Adamo (born 1943), singer, composer
  • Salvatore Antibo (born 1962), Italian long-distance runner
 Fuda have each acquired beneficial ownership and control over common shares of Pifher Resources Inc. ("Pifher") resulting in each of them having beneficial ownership and control over 10% of the outstanding common shares ("Pifher Shares") of Pifher.

Challenge Gas has, pursuant to agreements (the "Agreements") previously entered into by it, purchased and acquired 3,672,206 common shares (the "Acquired Shares") of Pifher Resources Inc. ("Pifher") from three shareholders (the "Sellers") of Echo Energy Inc. ("Echo"). Challenge Gas acquired the Acquired Shares upon the completion of a three cornered amalgamation amalgamation /amal·ga·ma·tion/ (ah-mal´gah-ma´shun) trituration (3).
amalgamation (
 (the "Amalgamation") pursuant to which 1593485 Ontario Ontario, city, United States
Ontario, city (1990 pop. 133,179), San Bernardino co., S Calif., near Los Angeles, in a region of vineyards; inc. 1891.
 Inc. ("Subco"), a wholly owned subsidiary Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 of Pifher, and Echo amalgamated a·mal·ga·mate  
v. a·mal·ga·mat·ed, a·mal·ga·mat·ing, a·mal·ga·mates

v.tr.
1. To combine into a unified or integrated whole; unite. See Synonyms at mix.

2.
 and continued as one corporation ("Amalco"). Pursuant to the terms of the Amalgamation, all holders of Echo common shares ("Echo Shares"), other than Pifher, received common shares of Pifher ("Pifher Shares") on the basis of 1.2575 Pifher Shares for each Echo Share. Pifher, the sole shareholder of Subco, received 100 Amalco shares in exchange for its shares in Subco and Echo. The Acquired Shares represent an equity interest of 21.5% of Pifher Shares outstanding following the completion of the Amalgamation. Challenge Gas holds no other Pifher Shares at the date of this release. Under the Agreements, the Sellers directed Pifher to issue the Acquired Shares directly to Challenge Gas upon completion of the Amalgamation.

Challenge Gas has beneficial ownership and control over the Acquired Shares. Challenge Gas is a Swedish corporation in which Fuda 2002 Family Trust (of which Mr. Salvatore Fuda, Chairman of Pifher, is an associate) indirectly holds a 49% equity interest, and in which Oliver Ol·i·ver   , Joseph Known as "King Oliver." 1885?-1938.

American jazz musician and composer who had a great influence on the style of Louis Armstrong. His Creole Jazz Band was the first Black group to make jazz recordings.
 Nepomuceno (a newly elected director of Pifher) indirectly holds a 51% equity interest. A corporation wholly owned by Fuda 2002 Family Trust and a corporation indirectly owned by Oliver Nepomuceno each have a contractual right to appoint and elect 50% of the directors of Challenge Gas. Salvatore Fuda and Fuda 2002 Family Trust directly and indirectly own and control (outside of Challenge Gas) 1,897,990 Pifher Shares as a result of the completion of the Amalgamation.

Ontex Resources Limited ("Ontex"), of which Salvatore Fuda is Chairman and a director, acquired 1,232,425 common shares of Pifher under the Amalgamation. Prior to the Amalgamation, Ontex held 1,113,387 common shares of Pifher and 980,060 common shares of Echo. As a result of the Amalgamation, Ontex beneficially owns and controls 2,345,812 common shares of Pifher, which constitutes 13.7% of the common shares of Pifher outstanding following completion of the Amalgamation. Salvatore Fuda and the Fuda 2002 Family Trust beneficially own and control more than 10% of the outstanding common shares of Ontex and therefore Salvatore Fuda and the Fuda 2002 Family Trust are deemed associates of Ontex.

Under the Amalgamation, Salvatore Fuda, Chairman and a director of Pifher, and the Fuda 2002 Family Trust acquired beneficial ownership and/or and/or  
conj.
Used to indicate that either or both of the items connected by it are involved.

Usage Note: And/or is widely used in legal and business writing.
 control over 1,423,964 common shares of Pifher, representing 8.3% of the common shares of Pifher outstanding upon completion of the Amalgamation. As a result, Salvatore Fuda and Fuda Family 2002 Family Trust directly and indirectly own and control 1,897,990 Pifher Shares representing 11.1% of the Pifher Shares that are outstanding following completion of the Amalgamation (in addition to the Pifher Shares that are held by Challenge Gas).

Challenge Gas' registered head office is Challenge Gas Holdings AB, c/o Baker & McKenzie Advokatbyra, Box 5719 114, 97 Stockholm Stockholm (stŏk`hôlm'), city (1995 pop. 692,954), capital of Sweden and of Stockholm co., E Sweden, situated where Lake Mälaren flows into the Baltic Sea. , Sweden Sweden, Swed. Sverige, officially Kingdom of Sweden, constitutional monarchy (2005 est. pop. 9,002,000), 173,648 sq mi (449,750 sq km), N Europe, occupying the eastern part of the Scandinavian peninsula. . Ontex Resources Limited's registered head office is located at 777 Bay Street, Suite 1910, Toronto, Ontario.

The issuance of this news release is not an admission that an entity named in this news release owns or controls any described securities or is a joint actor with another named entity.

PIFHER RESOURCES INC. (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
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Publication:Business Wire
Date:Sep 2, 2004
Words:643
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