FOR
IMMEDIATE RELEASE April 14,
2008
TSX.V: PAF
FRANKFURT: P2A PAN AFRICAN
MINING CORP. TO BE ACQUIRED BY ASIA THAI MINING
CO., LTD. VANCOUVER, British Columbia
– PAN AFRICAN MINING CORP.
(the “Company”), Asia
Thai Mining Co. Ltd. (“ATM”) and
0819615 B.C. Ltd. (the “Purchaser”), a
wholly owned subsidiary of ATM, are pleased to
announce that they have entered into an agreement
for the Purchaser to offer to purchase all of the
outstanding common shares of the Company at the
price of $4.00 cash per share and for the
Purchaser to 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 $4.00 and
the exercise price of the respective warrant or
option (the “Transaction”). Prior to
the completion of the Transaction, the Company
will establish a new entity (“NewCo”)
and transfer to NewCo the following: (i)
$2,500,000 cash, and (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. Subject to analysis
of tax implications and any required approvals,
the Company plans to distribute the shares of
NewCo to shareholders of the Company as of a
record date to be hereafter determined by way of
spin off or similar mechanism.
The purchase price represents an 84.3%
premium over the Company’s average closing
price for the 20 preceding trading days on the TSX
Venture Exchange. The Transaction is anticipated
to close on or about May 31, 2008, subject to
obtaining necessary approvals and fulfillment of
conditions of the Transaction. The
structure of the Transaction will be determined by
mutual agreement after taking into consideration
tax and other matters, and may be either a formal
take over bid, an amalgamation or plan of
arrangement. If a formal bid is undertaken, it
will be subject to there having been validly
deposited and not withdrawn not less than 66 2/3%
of the shares of the Company then outstanding. In
the event of an amalgamation or plan of
arrangement, it will be subject to the approval of
at least 66 2/3% of the votes present in person or
by proxy at a special meeting of the shareholders
of the Company. The formal documentation will
include a Pre-Acquisition Support Agreement of the
Company confirming the support of the Board of the
Company for the Transaction and its agreement not
to solicit any competing offers, a Principal
Shareholder Support Agreement confirming the
support of Irwin A. Olian for the Transaction to
be executed by April 15, 2008 and a Lock-up
Agreement from directors and officers of the
Company. The Company has agreed to pay a break fee
of $3,000,000 in certain
circumstances. In a separate
transaction, Purchaser will be acquiring from
Irwin Olian his approximate 1% interest in the
Company’s Madagascar subsidiaries for a
price which is economically equivalent to the
$4.00 per share being paid for shares of the
Company.
The
Transaction is subject to the completion of due
diligence and a number of other standard
conditions, including all necessary regulatory and
shareholder approvals. The
Purchaser has represented that the cash
consideration payable to shareholders of the
Company is in place and accordingly there is no
financing condition to closing of the
Transaction.
A Special
Committee of our Board of Directors has been
established to assist with this
transaction. The Special
Committee is chaired by Gregory Sparks, P.Eng.,
and also includes Benjamin Catalano and Dr. Edward
Schiller. Dr. Peter Christopher acts as an advisor
to the Special Committee. Mr.
Sparks and Drs. Schiller and Christopher are all
Qualified Persons within the meaning of NI
43-101. According to
Irwin Olian, CEO of the Company, “We view
this transaction as highly beneficial to the
shareholders of the Company as it provides
liquidity at a reasonable valuation to our
shareholders in this most difficult of financial
environments and a significant reward for their
financial investments in the
Company. At the same
time, ATM and its affiliates are highly
experienced in mining operations and have access
to the financial and technical resources that may
be required to bring the Madagascar projects
controlled by the Company to fruition.
Thus, the Transaction is likely to enhance
the prospects for successful commercial mining
operations in the future in Madagascar, with
strong benefits to the people and economy of
Madagascar. This suggests the Transaction will be
a win-win for all
concerned.” 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. 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. 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. 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. For more
information, contact:
| Irwin Olian, President and
CEO E-mail:
tigertail@panafrican.com Phone: (604)
899-0100 Fax: (604) 899-0200
| Tom Kinakin, Corporate Communications
– Vancouver Email: tom@panafrican.com Phone: (604)
899-0100 Fax:
(604) 899-0200 |
| | |
| Carrie Howes,
Corporate Communications –
London Email:
carrie@panafrican.com
Phone:
+44-7780-602-788 |
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.
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