Increase in Cash Consideration to $4.50 for Pan African Mining Corp. Shares Announced by Asia Thai Mining Co., Ltd. and 0819615
17 Junio 2008 - 2:01AM
Marketwired
VANCOUVER, BC (TSX-V: PAF) (FRANKFURT: P2A) announces that it
has received from Asia Thai Mining Co., Ltd. ("ATM") and 0819615
B.C. Ltd. (the "Purchaser") notice of their intention to amend the
Arrangement Agreement dated May 9, 2008, among ATM, the Purchaser,
the Company and African Queen Mines Ltd. ("African Queen"), a newly
formed subsidiary of the Company, to increase the consideration
payable under the previously announced proposed Plan of Arrangement
pursuant to which Purchaser will acquire on the effective date all
of the outstanding common shares of the Company at the price of
$4.50 cash per share (from its previous offer of $4.00 cash per
share) and also offer to purchase for cash all outstanding warrants
and all outstanding options (vested and not yet vested) of the
Company for a price equal to the difference between $4.50
(previously $4.00) and the exercise price per share of the
respective warrant or option (the "Transaction"). All other terms
of the Arrangement Agreement will remain unamended including prior
to the completion of the Transaction, the Company will transfer to
African Queen the following: (i) $2,500,000 cash, (ii) all of the
shares of the Company's non-Madagascar subsidiaries, namely, PAM
Botswana (Pty) Ltd., PAM Minerals Namibia (Pty) Ltd. and PAM
Mocambique Limitada, and (iii) all other assets and liabilities of
the Company directly related to the Company's non-Madagascar
subsidiaries and non-Madagascar properties. Subject to any required
approvals, the Company plans to distribute the shares of African
Queen in a spin-off transaction to shareholders (but not
warrantholders or optionholders) of the Company of record at the
Effective Time of the Plan of Arrangement. Any warrantholder or
optionholder who wishes to receive shares of African Queen as part
of the spin-off must exercise their warrants or options on or
before Friday, June 20, 2008 (which exercise may be conditional
upon the completion of the Plan of Arrangement). On its receipt of
the proposed amendment to the Arrangement Agreement, the Company
plans to submit the revised terms to its Independent Committee and
the Board of Directors for review and approval.
The Plan of Arrangement will be subject to the approval of the
shareholders, warrantholders and optionholders of the Company at
the special meeting to be held for that purpose. In that regard,
the Company has set the securityholder meeting date as June 25,
2008, and a record date of May 19, 2008, for shareholders,
warrantholders and optionholders entitled to notice of and to vote
at the meeting. Assuming the securityholders approve the Plan of
Arrangement and related transactions at said meeting, final court
approval for the Plan of Arrangement will be sought from the
Supreme Court of British Columbia shortly thereafter, with an
Effective Time for the Plan of Arrangement anticipated to occur
soon after the court approval is received.
All votes cast by shareholders, optionholders and warrantholders
in favour of the existing Plan of Arrangement will be deemed to be
voted in favour of the improved terms of the Amended Arrangement
Agreement.
About Pan African
The Company is an exploratory resource company with
approximately 7,500 sq. km. of diversified mineral properties and
5,000 sq. km. of uranium properties in Madagascar. The Company is
exploring these properties for uranium, gold, coal, precious
stones, base metals and industrial commodities. In addition, the
Company is exploring two large regions for gold and metals in
Mozambique under agreements with other companies. It also has
approximately 5500 sq. km. of diamond licenses in Botswana which it
is presently exploring. Its operations in Madagascar are carried
out through its operating subsidiary, PAM Madagascar Sarl, and its
uranium activities are carried out through its 80% owned subsidiary
PAM Atomique Sarl. The Company has offices in Vancouver, Canada and
Antananarivo, Madagascar. More information about the Company is
available at www.panafrican.com.
About Asia Thai Mining Co., Ltd.
Asia Thai Mining Co., Ltd. ("ATM") is a holding company
incorporated in Thailand. ATM, either directly or through
affiliated companies has extensive experience in the development
and operation of mining interests, in particular in respect of coal
mining interests. Through its subsidiaries, it is involved in the
exploration and development of several coal mines in Indonesia. The
company projects its coal production capacity will reach
approximately 4 million tons by 2009. ATM forms part of a group of
affiliated mining companies, including Saraburi Coal Co., Ltd.
("SBCC"). SBCC has been mining coal and tin in Thailand and other
Southeast Asian countries since 1998. In addition, SBCC has
recently been awarded a 9-year, US$500 million coal mining contract
in Thailand from Electricity Generating Authority of Thailand and
SBCC will start work in 2008. ATM is a private company with its
registered address and principal place of business at 2034/132-161
New Petchburi Road, Bangkapi, Huaykwang, Bangkok, Thailand.
ON BEHALF OF PAN AFRICAN MINING CORP.
"Irwin A. Olian"
Irwin A. Olian
CEO & Director
Forward-Looking Statements
Certain statements herein constitute forward-looking statements
or forward-looking information within the meaning of applicable
securities legislation, including the statements or information
about the Transaction and proposed spin-off of African Queen.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements or
information.
With respect to forward-looking statements and information
contained herein, we have made numerous assumptions including among
other things, assumptions of our ability to close the Transaction
and spin-off African Queen. Although our management believes that
the assumptions made and the expectations represented by such
statements or information are reasonable, there can be no assurance
that a forward-looking statement or information herein will prove
to be accurate. Forward-looking statements and information by their
nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements or information. Such risks and uncertainties include
risks and uncertainties involved in satisfying the conditions to
close the Transaction and spin-off African Queen.
There can be no assurance that forward-looking statements or
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements or information. All forward-looking
statements and information made herein, are qualified by this
cautionary statement.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of the
information contained herein.
Distributed by Filing Services Canada and retransmitted by
Marketwire
For more information, contact: Irwin Olian President and CEO
E-mail: Email Contact Phone: (604) 899-0100 Fax: (604) 899-0200 Tom
Kinakin Corporate Communications - Vancouver Email: Email Contact
Phone: (604) 899-0100 Fax: (604) 899-0200 Carrie Howes Corporate
Communications - London Email: Email Contact London: 7780-602-788
Germany: (0) 1722-1234-47 Pan African Mining Corp. Suite 1925, Box
11553 650 West Georgia Street Vancouver, BC V6B 4N8
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