SAM'S SEAFOOD HOLDINGS LIMITED (ASX.SSS)

name changed to Pan Asia Corporation Limited

Noel James Stephenson of Pymble, New South Wales, appears in the Downing Centre Local Court on Tuesday 6 October 2009 on an insider trading charge brought - ASIC alleges that on 26 April 2005, Mr Stephenson breached section 1043A (1) of the Corporations Act 2001 when he disposed of 4,514 shares in Sam's Seafoods Holdings Limited (Sam's Seafoods) - it is further alleged that when Mr Stephenson disposed of the shares, he was aware that the lender to Sam's Seafoods, Co-operative Central Raiffeisenboer-Boerenleen Bank (Rabobank) was considering demanding the repayment of several loan facilities that had been made to Sam's Seafoods - Mr Stephenson was bailed to appear again on 17 November 2009

deferred securities (SSSN) are suspended from quotation

securities reinstated to quotation

company releases half year financial reports to 31 December 2007

company releases various financial reports

the directors have signed off on the accounts but the auditors have yet to complete their report - reinstatement to quotation could be mid April 2008

the company has only one outstanding action which is to file the historical financial accounts for Sam's Seafood Holdings Limited - the accounts are near completion but with audit etc to be completed, directors believe that the reinstatement will occur late January early Feb 2008

company advises that it has completed the capital raising under its Prospectus dated 12 September 2007 - the offer was fully subscribed and as a result 292,800,000 Fully Paid Ordinary Shares and 30,000,000 Free Attaching Options were issued at various prices to raise $1,744,000

issues a prospectus seeking to raise $1.744m - the number and issue price of the Fully Paid Ordinary Shares is, 30,000,000 Shares at an issue price of 0.1 cents per share to raise $30,000.00, 182,800,000 Shares at an issue price of 0.5 cents per share to raise $914,000.00 and 80,000,000 Shares at an issue price of 1 cent per share to raise $800,000.00

company advises that the administration has now ceased and it is positioned to seek reinstatement to trading of its shares on ASX - the outstanding conditions that must be satisfied prior to ASX reinstating the Company's securities to trading are completion of all outstanding financial reports for the Company and completion of the capital raisings contemplated by the Prospectus that has been lodged with the ASIC today - if and when the capital raisings have been completed, the initial cash balance of the Company will be in excess of $1,000,000 and the Board will be in a position to pursue the objectives set out in the Prospectus

a Creditors Trust is executed and the company's amended Deed of Company Arrangement is wholly effectuated

resolutions considered at the general meeting with respect to the allotment and issue of shares, acquisition of relevant interests and removal and election of directors were passed

a general meeting is to be held at 10am on 30 August 2007, at the offices of PPB, Level 4, 31 Sherwood Road, Toowong Qld to consider replacement of directors, issue of shares and "acquisition on voting shares" (the Deed Administrator has accepted a proposal on behalf of an investment group for the restructuring and recapitalisation of the Company, including the settlement of all creditor claims)

creditors resolve to replace the deed of company arrangment - a meeting of shareholders will be held to consider proposals for a restructuring of the company

a meeting of creditors is to be held on 28 June to decide on whether to replace the existing DOCA or terminate the DOCA and wind up the company

deed administrator advises that the recapitalisation of the shell and sale of remaining assets are progressing

the Administrator has accepted an offer for the restructure of the corporate shell and sale of the company's remaining assets subject to approval from ASX, creditors, and shareholders - should all approvals be received, administrators expect that the recapitalisation should be complete within 5 to 6 months

at a creditors meeting today it was resolved that the company execute a Holding Deed of Company Arrangement to allow further investigation into the possible recapitalisation of the company

we understand that an offer for the shell is being considered and administrators hope to advise the various parties in the next couple of weeks

the administrators are commencing an advertising/mail campaign for the sale of the corporate shell - expressions of interest can be made to jwilliams@ppbqld.com.au Tel: 07 3371 7244 Fax: 07 3371 7311

administrators have applied to ASIC for relief from having to comply with financial reporting and annual general meeting requirements

we understand that there is a possibility, with the co-operation of the parties involved and subject to approvals etc., of resuscitating at least part of the business - this should become clearer over the next couple of months

A Fielding and J Williams of PPB Chartered Accountants appointed administrators - the appointment of adminstrators and/or receivers never augurs well for shareholders - at this stage it is too early to speculate on the outcomes

the company's secondary financier, ANZ Bank, appoints a receiver and manager (McGrath Nicol Partners)

shares suspended from quotation following the appointment of Deloitte Touche Tohmatsu as receivers and managers of the operating subsidiaries of the company - this follows receipt of a demand from the company's principal financier, Rabo Bank, to repay all the company's debts - the company is not in a position to comply with such a demand by the specified timeline